Ben 10 & the Alternate Reality
by Worker of Secrets
Summary: Ben 10 and company visit a dimension where Vilgax has already conquered the universe, and where Ben Tennyson doesn't even know what the Omnitrix is, and Charmcaster is his girlfriend. Rated T for violence and some sensuality. OMNIVERSE IS NOT CANON.
1. Chapter 1

**Ben 10: The Alternate Reality **

**Chapter 1**

Ben Tennyson, wearer of the Omnitrix and hero of the universe, hardly looked heroic driving his car way over the speed limit and with chili stains on his face from eating chili fries. But this was just typical for him. The main reason that he was driving at a high speed was because of an alarming call he had gotten from his cousin Gwen while she and her boyfriend Kevin were out dating.

Gwen had called him while he was lounging around on his couch watching Sumo Slammers, reporting a ridiculously high energy signature on the outskirts of Bellwood. As he drove around town, he contacted Gwen via his Plumbers' badge and asked her, "So how do I find this energy signature without being as close as you guys are?" Gwen's voice replied, "Just come to where our badge icons are positioned. You'll find us there."

Once he got there and got out where Gwen and Kevin were waiting for him, Gwen asked him, "How'd you get here so fast?" Ben replied, "Maybe by breaking the speed limit just a little." "Ben!" Gwen said reprovingly. Kevin retorted, "Considering how important this might be, I would've done the same thing." "Well, I'm used to you doing that," Gwen replied.

"So what's all this fuss about?" Ben asked, "I'm missing the rerun finale of Season 4 of Sumo Slammers for this." "Ever hear of DVR?" Gwen asked curiously. Ben ignored her, and after a pause, Kevin answered in reply to Ben's original question, "While we were driving past this forest, our Plumbers' badges started giving us some feedback. We found that was because of an energy signature. It's extremely high-but we're not sure what it is, because if you look in there, you can't see anything that looks dangerous."

Ben looked into the Bellwood forest, and indeed, he couldn't see anything besides trees and brush, but his Plumbers' badge was picking up the same signature theirs was. He shrugged, and began to step into the forest towards it. "Ben!" Gwen warned him. "We have no idea what's in there!" "How else are we gonna find out?" Ben asked, and kept going. "He's got a point," Kevin admitted, and followed him. "Boys," Gwen muttered to herself as she reluctantly followed after them, "Always rushing into trouble."

It only took about 50 yards before they reached the area over the signature. There still was no sign visually of anything, but they were definitely within reach of the signature. Ben surveyed the area, and suggested to Gwen and Kevin as they approached, "Think it could be something invisible?" "I don't know how something this powerful could be hidden," Gwen replied. "Whatever it is, it's definitely not alien tech," Kevin commented.

The three of them stood in the slightly more clear area with the sun shining through the trees. "This makes no sense," Gwen griped, listening to the screeching feedback from her Plumbers' badge and looking at her radar map. "We should be right on top of it..."

And then a loud boom went off from right below them. And then the ground literally melted underneath them-but not from heat. It simply evaporated, disappeared.

The first thing they saw as they looked down into the pit as they fell was a surprising amount of light-and they felt themselves being pulled towards it at an alarming rate. Ben immediately reacted by jamming down the Omnitrix and transforming into... "JETRAY!" he yelled as he grabbed Gwen and Kevin attempted to fly upward with both of them. However, though their descent was greatly slowed, they were still gradually being pulled towards the great light.

"It must be a portal of some sort!" Gwen yelled over the roaring noise of the suction. "And it's pulling us straight toward it!" "Thanks for pointing out the obvious, Gwen," Jetray snapped, "Now how the heck am I going to get us out of here?" "I don't think we can!" Gwen admitted, and Jetray realized she was right, because he didn't really have any other aliens that could fly *and* hold Gwen and Kevin's weight.

Finally, Ben just gave up and reverted to normal-and then they were yanked back towards the portal at high speed again. They finally reached it-and they were immediately blinded by a bright light that forced them to shut *and* cover their eyes. Then, after a moment, they realized they were still falling... but only now... they were falling up.

Then it was finally over, and they found themselves stop falling up, and then land softly back on ground. "Thank goodness for that upward fall, otherwise we probably would've been killed," Gwen commented. "So where the heck are we?" Kevin asked. "Because I have a feeling we're not in Bellwood anymore." "What tipped you off... oh," Gwen began to ask and then faltered off as they began to take in their surroundings.

They were in the middle of a clearing that looked similar to the one that they had been in just before they had fallen into the portal-only now there were no trees, and the buildings that were close looked far more big and futuristic-some of them, anyway. Some, they noticed, appeared to be literally falling apart at the boards.

"No, I think we're still in Bellwood," Gwen decided. "How?" Ben replied. "This doesn't look anything like Bellwood!" "Well, the structure and setup of these buildings is very similar to what's in Bellwood, even if they look very different. Besides... look at that," Gwen replied, pointing in the direction of a fallen Mr. Smoothy's billboard.

Ben's eyes widened. Now he was mad; nobody brought down Mr. Smoothy's. "Okay; so maybe we're in some other dimension," he suggested. "And we need to find out what's going on around here and why we're here!" "We could just try to get back the same way we came!" Gwen suggested, stomping particularly on the ground that they had seemingly just come out of. Her efforts were fruitless.

"Now can we go and explore?" Ben asked pointedly, walking off in the direction of the city, with Kevin close behind. Gwen, once again outnumbered, followed in exasperation.

The first thing Ben appeared to notice as he began to enter the city was that despite the futuristic setting there was a very gloomy outlook about the place. There was an odd feeling in the air of depression, and indeed, many of the people within eyeshot were indeed looking pretty depressed.

And then Ben saw the robots.

There were robots everywhere; there appeared to be even more of them than there were people. They were rather basic robots; rather skinny body, legs, arms, and had a single white binocular lens for a head. And they were barking out orders in a monotone voice. Ben managed to catch "All humans must return from cafeteria to their homes immediately without stopping. No exceptions. Any rule-breakers will be punished severely," as well as "Any humans caught out after curfew will be destroyed on sight."

Ben then watched as one human, who had finally gotten fed up, grabbed a nearby trash can lid and threw it at one of the robots, yelling "Enough of you! I'm sick and tired of your orders! Go to hell!" The robot's head almost was sheared completely off by the force of the blow, and at any case, was hanging limply at its side, causing it to stagger about confusedly. Clearly, these were not very sturdy robots, even if they were vast in number.

Then another robot made a beeping noise and a radio earpiece on the side of its head, and spoke, "Master, we have a belligerent," and a voice was heard replying "No problem," and suddenly another form flew into the scene. "Is that... Psyphon?" Kevin asked, stunned. "Yup," Ben confirmed. "Must be more powerful in this dimension than he is in ours."

Psyphon had knocked down the rebelling human with one fell swoop, and then leaned over him and hissed, "You will suffer greatly for this," before pulling out electro-shock whips and lashing the human with them.

"No!" Ben snarled, and immediately leaped into action despite Gwen and Kevin warning him not to. Ben immediately switched to... "HUMUNGOUSAR!" he yelled, as he charged for Psyphon, and knocked him clean over. Psyphon let out an angry screech, and despite Humungosaur holding him down firmly, Psyphon managed to summon back the electro-shock whips, and send Humungosaur flying backwards.

"Impudent!" Psyphon snarled. Then as he realized just what was in front of him, his frown faded, and now he looked simply annoyed. "What the heck are you doing so far from home?" Humungosaur then got to his feet, and appeared flabbergasted. "Wait... you don't know who I am?" he asked, somewhat hurt. "Ummm... no," Psyphon snapped, "Never seen you before in your life. And I won't be seeing you very long either."

Humungosaur appeared confused, and then took advantage of the distraction to punch Psyphon across the head and send him flying into a building. Psyphon shook himself, and then immediately got back to his feet and yelled, "You're going to pay for that!"

Then before Psyphon had even reached him, another fist reached Humungosaur and sent him flying across the street. Humungosaur then shook his head, and then heard a more familiar voice speaking, "I'll take it from here, Psyphon," and Humungosaur recognized a familiar squid-faced opponent he had faced many times.

It was Vilgax.


	2. Chapter 2

**Chapter 2 **

"Vilgax!" Ben snarled as Humungousaur, glaring at the squid-faced alien that had just shoved him away from Psyphon. "I should've guessed!" "It's Lord Vilgax, Conquerer of Earth, civilian," snarled Vilgax, "And you'll do well to remember that... if you get the chance, anyway."

"Yeah, well..." Humungousar began, "...wait. What? Civilian? Don't you recognize me, Vilgax?" Vilgax glared at him. "I can see that you are a Vaxasaurian," he replied, "I do not know you in any other way. What are you doing so far from home?" "Oh come on!" Humungousaur growled, annoyed. Then he pushed the Omnitrix symbol on his chest and reverted back to normal. "Recognize me now, Vilgax?" he asked, with a cocky smile on his face.

Vilgax took a step back, shocked. "The Omnitrix!" he shouted, "How do you have it, human? I already have the Omnitrix!" "Really?" Ben asked, getting more and more confused by the second. "Okay. Ben Tennyson. Ever hear that name before?" Vilgax cocked his head. Again, he looked a little stunned, but got rid of the look quick. "Ben Tennyson? Never heard of him. Must be one of the low-lives in this accursed town."

"What the..." Ben began, getting even more confused, before Vilgax spoke into an earpiece attached to his head. "Agent Sixsix!" he snarled. "Check my trophy room and make sure the Omnitrix is still there!" After a short while, a muffled reply in a foreign language-the language of the cyborg Sixsix-was heard over the speaker. "Good," Vilgax replied.

Then he turned back to Ben. "The Omnitrix is still in my trophy room. So clearly either you have a knock-off copy, or this is an illusion meant to attempt to confuse me." "How about... I'm from another reality?" Ben suggested, deciding to come clean. Vilgax glared at him. "That's not possible. You would've had to..."

Then Psyphon broke in. "None of this matters, Master. We should just kill him." "You are right, Psyphon," Vilgax agreed, and then prepared to deliver a big punch to Ben when suddenly Kevin came flying out of nowhere to grab Vilgax around the head, and bolts of manna from Gwen came flying at Vilgax-which appeared to have no effect. Vilgax merely shook off Kevin like a fly and sent him flying into a wall.

"Just as strong here, huh?" Kevin muttered to himself. "Insolent kids!" Vilgax snarled. "None of you will live! You will now face the wrath of Lord Vilgax, Conqueror of..." "Skip the rant and let's start fighting," Ben interrupted, letting out a fake yawn, and pushing down the Omnitrix button, turning into... "FOURARMS!" Ben yelled, lifting all four of his huge arms into the air.

"Why are you insulting your own form with that name?" Vilgax smirked. "It is clearly a Tetrama-" "Don't care," Fourarms growled, punching Vilgax across the face. Vilgax snarled and immediately went for a return punch, but Fourarms grabbed it with one arm, and grabbed Vilgax's other arm as it went for a punch as well. Fourarms then went to punch him with his remaining two arms, but Vilgax had already reacted-his arms were so strong that he was able to lift Fourams into the air even his arms caught, and he started bashing him on the ground over and over.

Gwen then fired some more bolts of manna at Vilgax, which barely made him flinch. He then tossed away Fourarms, and glared at Gwen. "You cannot hope to defeat me when you are only half-Anodite," he snarled, and then suddenly his eyes lit up, and he fired lasers from them at Gwen. Gwen managed to put up a manna shield barely in time, and it was cracking fast. Fourarms then charged Vilgax from behind and knocked off his concentration long enough for Gwen to put away the shield without being harmed.

It was at that point that Psyphon finally decided to step in and fired some lasers of his own from his eyes and struck Fourarms with them, who let go and was punched across the road by Vilgax at the same time. Psyphon then went to Fourarms, and then conducting electricity in his hands, started shocking Fourarms with them. Fourarms, screaming, barely managed to get enough strength to kick away Psyphon before he reverted back to normal.

"Gwen!" Kevin yelled, "We can't fight both of these guys!" Gwen nodded in understanding. Ben broke away and they both dived in Gwen's direction. Before Vilgax was able to react, Gwen yelled "_Abeo exorior!" _and a dome appeared around them, and then disappeared, taking them with it.

They then reappeared in a random alley, and Gwen collapsed to the ground, exhausted. "Whoa," Ben spoke, "Where are we?" "Somewhere in Bellwood, still," Gwen replied tiredly, "I just wanted to get us out of there, since we were getting our butts kicked."

After resting a moment-and noticing that no one showed up to try and kill them-Kevin finally broke the silence. "Now what do we do, since we can't get back home?" "We'll have to make do with this Bellwood," Ben replied, "And that starts by defeating Vilgax, since he's already defeated Earth here." "But he's even stronger than when he had conquered the 10 heroes!" Kevin retorted, "Did you see how strong he was?"

"I noticed," Ben grimaced, feeling a bruise on his face. "But that doesn't mean we can't try. We'll have to figure out something where we defeat him when Pysphon isn't present, because he's pretty powerful in this dimension too. It'll have to be something really quick." "Do you even have any aliens besides Alien X that could defeat him that quick?" Gwen asked. "I dunno," Ben pondered, "Maybe Diamondhead? Or Way Big, if I just stepped on him."

"The Way Big scenario's not very realistic," Gwen replied reproachingly, "And if Diamondhead did work, it would take too long to defeat him before Psyphon got there and then we'd probably be screwed." "So we need help," Kevin suggested. "What sort of help?" Gwen asked with mild surprise, knowing that Kevin wasn't usually one for super-bright ideas.

"We find the alternate versions of good people here that we know," Kevin replied. "The Plumbers. Grandpa Max. Azmuth. Maybe Julie, if Ship is here as well. And ourselves, of course." "Whoa," Gwen replied, the full force of what Kevin had just suggested hitting here. "We're going to meet ourselves? This is going to be really weird." "You got a better plan?" Kevin challenged her. "I'm not disagreeing, I'm just saying it's going to be weird," Gwen defended herself.

"So where do we start?" Kevin asked Ben, who hadn't said a word in reply to this suggestion. Ben thought for a moment, and then said "We find me. We need to find out why the heck he doesn't have the Omnitrix."


	3. Chapter 3

**A/N: Sorry it's been a while. At first I didn't have much available to time to write, and then I got sick. But enough of that... let's see why the heck the Ben of this dimension doesn't have the Omnitrix.**

**Chapter 3**

"I'm surprised these houses are still standing," Gwen remarked as she, Ben and Kevin made their way down the Bellwood neighborhood towards where Ben lived, "And that Vilgax didn't just burn 'em down or something." "Not all of them," Kevin remarked, pointing at a couple of spots where it was clear a house of a sort had used to be there, and that it had been completely destroyed. "Well, let's just hope that my house is still standing," Ben replied, "Or one of ours. We're gonna end up needing a hideout or something once we've gotten allies from the local inhabitants."

"Oh my," Gwen whispered, pointing. Ben and Kevin looked-Ben recognized where this spot that had once held a house was. It was Julie's home-and it was gone, and so was she, it would seem. Ben gulped.

"There's one ally we won't get," Kevin remarked. Gwen pointed out, "She probably resisted against Vilgax and was punished for it." Ben didn't say a word, but just kept on going. He and Julie had been fighting again back in his dimension, and he had been secretly hoping to get to meet the Julie that was here-but now that wasn't going to happen.

"There's your place," Kevin called, who had moved further down the street already, "And it's still standing." Gwen and Ben were startled out of their silence, and looked-and indeed, Ben's house was still there and appeared untouched.

"Now how do we go about this?" Gwen asked. "We just can't go up there and knock and be like, 'Oh hey, it's another version of you.' That's not gonna work..." "You got a better plan?" Kevin asked. "We just have to make sure we get inside quick and not hang around. We're already risking getting caught with those robots running about as it is."

Gwen silently agreed, and the three walked up to the door-and when Ben went to knock, the door just nudged open. "Well, this guy's clearly not one for security," Ben muttered as the three cautiously stepped in and took a look around-the house was empty. Ben's parents were nowhere to be seen.

"You call," Ben whispered to Kevin, "It's most likely that out here Ben doesn't even know Kevin." Kevin agreed, and called out "Hello! Anybody home!" A sudden crash came from upstairs, followed by some muffled noises. They didn't hear the sound of anybody coming though. Kevin shrugged and headed for the stairs. "Kevin!" Gwen called in a whisper, but he didn't stop, so Ben and Gwen reluctantly followed.

As they got to the end of the stairs, with Ben now leading the way, they saw the door creak open, and a head poked around-and then the door swung the rest of the way open, revealing the occupant within.

It was Charmcaster.

Both sides looked shocked. Charmcaster stared at Ben in particular with an expression of complete bewilderment on her face. Meanwhile, Ben, Gwen and Kevin stared at her wondering what the heck she was doing her-presumably welcome, too.

Then Charmcaster broke the silence. "But... that's not possible..." she looked back in the room for a moment, and back out before continuing, "There are *two* of you?! Ben, why did you never tell me about this?!" Then a loud voice that was clearly the voice of Ben Tennyson came back from the room. "There aren't two of me. Who is this impostor?" the voice yelled as Ben's other self rushed for the door and looked upon the trio as well.

**(A/N: To avoid confusion, we'll call the alternate version of Ben "Ben-2.") **

For another awkward moment, the sides just stared at each other. Finally, Ben-2 broke the staring contest by walking over to his mirror image and tugging at his face. "Hey!" Ben protested. "It's... it's not a mask... it's real," Ben-2 whispered. "You're... me?" "I know this is going to sound hard to believe, but I'm you from another dimension," Ben explained.

Ben-2 just shrugged. "It must be true, since you're obviously real... and you must be Gwen from another dimension, because Gwen isn't hot in this world," he replied, motioning to Gwen, who let out a splutter of sorts, as Ben-2 continued pointing at Kevin, "And I have absolutely no idea who the heck you are." "Do the words Kevin Levin mean anything to you?" Kevin asked. Ben-2 shook his head, and went on, "And what about Charmcaster? Do you guys..."

Gwen finally broke her silence. "What the heck is she doing here? With you? Willingly?" "He's my boyfriend," Charmcaster replied, smiling, "And now there's two of you..." "I don't know what to think anymore," Gwen muttered, taking a seat on one of the stairs because she was literally too shocked. "What's that all about?" Ben-2 asked. "Charmcaster isn't exactly a friend of ours in our world," Ben explained. Ben-2 stared. "Wow. Things really are different up at your place. So who's your girlfriend then up there?"

"Do you know anything about a person named Julie Yamamoto?" Ben asked curiously. "The tennis player?" Ben-2 replied, a little contemptuously. "Seriously? I know she's athletic and all, but you may or may not have figured out that she was one of the first to go when Lord Vilgax took over." "And that's a problem why?" Ben shot back, now put off by his "twin."

"Well, to each his own," Ben-2 replied, changing the subject. "So why are you here?" "We need to talk," Ben replied, still a little gruff about Ben-2 insulting Julie. "There's a lot of things that are very different in our dimension from yours, and we need to find out as much as we can and share our stories."

"I'm up for that," Ben-2 yawned, and turned to Charmcaster. "Clear up some seats for our guests, will ya, darling?" he asked and slapped her butt as she went through the doorway. Gwen turned to Ben before they entered and whispered, "I don't know if this is such a good idea. He clearly doesn't have much of in the way of ethics." "We need to work with this for now," Ben persisted as he entered the room of his other self. Much like him, the room was a bit of a mess, although there appeared to be other stuff in here too that shouldn't be, such as a purse. It was almost as if... "Are you and Charmcaster living together?" he asked before he could stop himself.

"Yeah," Ben-2 replied, appearing unfazed. "Why?" "Where are your... my... our parents?" Ben spluttered. "Dead," Ben-2 replied, not even appearing remorseful. "They were also one of the first to go when Lord Vilgax took over. People should've learned by now that resistance is useless."

Ben glowered at Ben-2. Gwen was right-this guy actually made Ben look extremely well mannered. But, like he had said, they needed to work with it for now. "Okay," Ben began as everybody got settled. "First question. Have you ever heard of a device called the Omnitrix?" "No," Ben-2 replied, "Why?" Now Ben, Gwen and Kevin looked at each other all the more dumbfounded. Ben began, "It's a device I wear back in my own world that lets me assume the form of other aliens. It's part of the reason that, unlike here, Vilgax does not rule-because I've stopped him several times."

"What?!" Ben-2 gasped, "A world where Lord Vilgax doesn't rule? You really do have a weird universe." "It might get weirder," Ben replied simply, and then asked, "Do you have any knowledge of who the Plumbers are?" Ben-2 thought for a moment, and then snapped his fingers. "Wait, you mean that space police force? Yeah, I know who they are. They fought back against Lord Vilgax when he first came to rule about 4 years ago. They were slaughtered-and it showed that the universe couldn't defeat him and that they should consider themselves lucky he was residing on one planet for right now."

"So you're okay with this?" Gwen demanded, unable to contain herself any longer. "An evil warlord ruling your world?" "I don't care," Ben-2 replied, "Those who did not resist were rewarded and as long as we've kept to his rules we've been pretty much left alone." "Don't expect that to last forever," Gwen snapped, "At some point he's probably going to blow up this entire planet and go searching for a new one to overrule for a few years."

"Bullcrap," Ben-2 replied, "He's going to be here for a long time with his empire." Ben sighed, and thought for a moment if he had any extra questions, and then asked, "So where's Gwen at in this dimension, since she's still apparently alive?" "Oh, that loser?" Ben-2 replied contemptuously, ignoring the cough from the present Gwen. "She's going to college somewhere else. I don't even know how, she's only 16."

Ben sighed, and decided that the answers to the questions they had asked had eliminated the other questions they might have had. He decided it was time to cut to the chase. "Okay. I know this is going to sound crazy to you guys, but... will you and Charmcaster help us fight back against Vilgax and free this world? Charmcaster could help a lot, assuming she knows her magic"-Charmcaster nodded-"And we could get you Vilgax's Omnitrix."

Charmcaster seemed interested, but Ben-2 replied with finality, "Out of the question! You guys can't defeat Lord Vilgax. It's impossible. In fact, it's suicide." "We've defeated him many times before in our world," Kevin snapped, "And we can do it again here. We just need a little extra help." "You guys are crazy," Ben-2 muttered. "And to think you're actually my mirror image... wait a moment. Did you guys already fight Vilgax?" he demanded, rising to his feet.

Ben's attempted answer was cut off by the roar of Vilgax's voice amplified so it could be heard in the neighborhood. "Ben Tennyson! Step out of your house within 30 seconds and surrender yourself or we'll blow your house to hell!"


	4. Chapter 4

**Chapter 4 **

The group froze as they heard Vilgax's voice. Ben-2 then turned to face Ben. "This is all your fault!" he accused. "If you hadn't crossed paths with Lord Vilgax, this wouldn't have happened!" "Never mind that right now," Ben retorted, seething with irritation as they began heading down the stairs, "We might as well go ahead and face him. Charmcaster, if we fight, you can help, right?" Charmcaster nodded, but Ben-2 replied, "We are *not* going to fight! We are simply going to let this guy turn himself in."

As they opened the door, Vilgax smirked. "Wise decision... wait. There are two of you now?" "Dammit," Ben-2 cursed under his breath, and then yelled, "It's this guy! He's the one you're looking for!" "You spoke first, so it *must* be you," Vilgax snarled. He reached a large hand out and grabbed Ben-2, and Charmcaster screamed, "No! You've got the wrong-" "Silence, girl!" Vilgax snarled, and gestured to his arm. "He wears the symbol of the Omnitrix! It *is* him!"

Ben, Gwen and Kevin exchanged glances. That was impossible-Ben wore the Omnitrix. But as they looked up, Ben-2 indeed did have a Plumber badge imprinted on his arm. It was clear that it wasn't the Omnitrix-it was too fake-but it had been enough to fool Vilgax.

Vilgax then turned to the neighborhood, holding Ben-2 above for everyone who had come out to see what was going on. "Let this be a lesson to all of you who dare to defy the will of Lord Vilgax! Let this man be an example."

Then he held the squirming Ben-2 directly above him, grabbed his head with his other hand-and snapped his neck, the sound of cracking bone ringing throughout the night. Ben-2's mangled body fell to the ground.

Then Vilgax turned to the remainder of the group. "Get back into your houses!" he snarled. Then he pointed at Gwen and Kevin. "Don't think I don't recognize you two from before. I know that you were only pawns, and for now, I will spare your life. But dare defy me again, and you will face the same fate as him. You," he pointed at Ben, "I don't know what you're playing at by posing as that boy, but I've got my eye on you."

Ben went for his wrist briefly, but heard a "pssst!" and saw Gwen gesturing with her finger to not. He stared at her for a moment, and by the time he had focused on Vilgax again, the squid alien had turned away, and eventually dematerialized, having transported himself. "Let's go," Gwen said firmly, gesturing to the house, "We don't want any more trouble this evening."

She and Kevin headed in, and Ben followed, but noticed that Charmcaster stayed, apparently paralyzed with shock. "Charmcaster?" he asked her cautiously. She almost jumped out of her skin, hearing the same voice that belonged to her dead boyfriend, before realizing that it belonged to a different version of him. "Oh, it's you," she commented almost tonelessly, before turning around slowly and trudging in with Ben.

"Well, that was a disaster," Kevin commented, as he kicked back on the living room couch. "That guy was nothing like you!" Gwen burst out, "He made you look... well... well-mannered!" "Yeah, and that's saying a lot," Kevin smirked. "I'm aware," Ben replied. "The question is, what do we do next?"

Then Charmcaster spoke up. "You're just going to forget about him? Just like that?" Gwen turned away, not wanting to respond. Kevin spoke for her, saying "Look, this is the beginning of war against Vilgax, okay? He didn't want to be part of it. In fact, he borderline supported him. If you want to join us, fine. If not, stay out of our business."

Charmcaster didn't reply for a moment. "I... I need to think about it," she replied and then went upstairs. "You think she'll join us?" Kevin asked once she left. "No," Gwen replied instantly, "If she's anything like the one we knew, then she'll be a total creep." "But she might not be like that," Kevin shot back. "The Ben here was almost the opposite of our Ben, so it might be the same for Charmcaster."

"We'll worry about that later," Ben interrupted them, "We need to start planning our next move, whatever the case." "There's one thing I still don't understand, though," Kevin commented. "How did the Ben here end up with the Plumber symbol on his wrist? He was against the Plumbers." "That doesn't add up," Ben agreed.

"Never mind that for now," Gwen replied, "We need to find some other allies. We never asked about Grandpa Max-he might still be alive." "It's possible, if he stayed in retirement," Ben agreed thoughtfully. "Anyone else?" "The Plumbers' kids," Gwen interjected, "Cooper. Helen. Manny. All of them." "If they're still alive," Kevin objected. "They might have been killed if they were involved in the Plumber fight."

"Somehow I don't think Azmuth will be of much help," Ben replied. "We probably should disqualify anyone who's not on Earth anyway, since we have no way of getting into space without our plane," Kevin suggested. "Hmmm... maybe Elena?" Ben thought for a moment. "No," Gwen retorted firmly. "I won't work with her."

Ben sighed, putting that thought aside, and then went to the worst-case scenario. "Suggesting that Grandpa Max did fight and was killed and that Charmcaster doesn't fight, how can the three of us be expected to pull this off?" "We can't," Gwen replied. "So we'll then just have to try and rally the townspeople."

"Wait, what about that extra Omnitrix that Vilgax has?" Kevin asked. "We could try and steal that, and then with two people wearing the Omnitrix on our side, then maybe we'd stand more of a chance." "Hmmm..." Ben thought for a moment, smiling, imagining two Way Bigs crushing Vilgax. "That actually might work, if we can get a decent layout of his fortress."

"Then all that remains for now before we do that is to find Max," Kevin declared. Then Charmcaster's voice came from the foot of the stairs. "That won't work. He's dead." "How do you know?" Ben asked, flabbergasted. "My Ben told me about him and how foolish he was to go against Vilgax, and that he was killed during the Plumber War."

"Then what about you?" Ben asked, "Will you side with us?" Charmcaster winced again as she did almost every time she heard the voice of Ben, taking a moment to respond. Then she told them, "I didn't want to cause any trouble either, at first-even though I didn't support Vilgax. I just wanted a quiet, undisturbed life with him." "I hope you don't blame us for ruining that," Ben commented. Charmcaster shook her head. "No," she replied, "I know that you're not here by your own choice, and that you didn't mean for him to die. That's all that matters."

Gwen appeared ready to faint at Charmcaster's sudden wiseness. Then Charmcaster told them, "I will fight against Vilgax with you. For him."


	5. Chapter 5

**A/N: Just so there's no confusion, I'm going to go ahead and mention now that Ben 10: Omniverse is absolutely *NOT* canon in this story. Considering all the horrible things that Omniverse has done to the series, it's better to just stick to the Ultimate Alien Force canon (plus the original series, of course). Some may disagree, and I do appreciate a few things that Omniverse has done (namely the Malware story), but that hasn't saved it from an apparent impending doom (since supposedly Series 8 will be the last one). **

**Chapter 5 **

Ben still thought that it was very strange that Vilgax hadn't completely burnt the planet already-and in fact was allowing citizens to go about and do their business, as long as they didn't break the "rules"-which Charmcaster had brought them up to speed on. Really, it wasn't much-don't break curfew (and it was a pretty early curfew of 8 PM), don't mess with Lord Vilgax, Psyphon, or the robots-and that was pretty much it. Vilgax had created a state of anarchy-and Ben, Gwen and Kevin were determined that Vilgax had a further plan which involved destroying Earth later on. However, for now, they were taking advantage of the freedom to scout out the area to help them plan to break into Vilgax's stronghold in order to capture his Omnitrix and give them extra "firepower."

"What do you know about Vilgax's place, since you've been here longer than we have?" they had asked Charmcaster. "I don't really know," Charmcaster admitted, "Ben was pretty determined on avoiding trouble." One thing they had figured out was that it was actually a spaceship he had landed on-judging from the mild destruction/crater in the area where the stronghold, plus the rockets on either side of it.

During the planning, another subject had come up. "Who's going to take the second Omnitrix when we retrieve it?" Ben asked. "It'd better not be me, we don't know how I'll react," Kevin replied, clearly remembering his previous incidents in which he had gone insane with power. "I still don't trust Charmcaster to take it," Gwen commented, and then looking at a confused Charmcaster, added, "No offense." "It'd have to be you, then," Ben told Gwen.

Gwen looked stunned, but sighed and muttered, "Since no one else can get anything done..." The others took that as an agreement to wield the second Omnitrix.

Once the planning was done, they waited until the time when the robots began droning "All humans back into their homes! All humans back into their homes!" Then Gwen and Kevin started heading for home. Charmcaster then cast an invisibility/transparency spell on herself-she could only do it to herself, she claimed, and not to the others. This wasn't a problem for Ben, since he had some aliens of his own that could either become invisible, transparent, or tiny enough to sneak in. Gwen and Kevin would serve as backup in case something went wrong, since there was no way for them to sneak in safely.

Ben turned on the Omnitrix quickly before anyone could notice him, and turned into... "BIG... CHILL!" he whispered so as to not attract attention. Then he looked around and looked for Charmcaster. He could only just see her outline, and he decided that was thanks to enhanced vision from Big Chill. "You ready?" he whispered. "Yes," Charmcaster confirmed, and they both made a straight line for the ship.

They immediately glided straight into the ship through the walls and then landed on the ground-and immediately found themselves "passing through" robots who were walking through the ship, presumably on patrol. Big Chill then flew through the ship, while Charmcaster followed on foot. They eventually finally found the Omnitrix-and it was in Vilgax's main control center itself. It looked much like the bridge of any typical starship, only it had various trophies on the wall. The Omnitrix was one of them, along with various pieces of other important alien tech. But was also on the wall were various disfigured and gruesome alien heads of various sorts. There were even a couple of human heads hanging on the wall-presumably some of the first victims to Vilgax's rule. Ben's stomach did a twist, with him being grossed out by the carnage.

It was at that point that Vilgax himself walked in, followed shortly by Psyphon. "What is it, Psyphon?" Vilgax asked. "Master, I think that this is going really well after all," Psyphon replied, "The humans don't suspect a thing-despite now being ruled by aliens." "You should have learned by now to not doubt me," Vilgax snarled. "It's the perfect decoy. We lure them into a false sense of security. We enjoy ruling over a planet for a while. And then, when we get tired of them, we blow them up!" he declared victoriously.

"What about the impudent kids?" Psyphon asked. "That does not matter," Vilgax replied dismissively. "Their ringleader is dead. The others are not enough of a threat to us-and they probably have learned their lesson by now." "Master?" Psyphon asked, "Is it just me or is it cold in here?" Big Chill and Charmcaster both held their breath. "You're right," Vilgax agreed. "The air regulator must be broken. I'll take a look and get the robots to work on it." Big Chill almost let out a sigh of relief at the fact that Vilgax hadn't become suspicious by the unnatural presence of cold air.

Vilgax left the room, leaving Psyphon in the room by himself. Big Chill then took the opportunity to glide across the room and snatch the Omnitrix off the wall. Psyphon, who has facing the other way, did not notice his trophy disappearing off the wall.

It was then at that point that the Omnitrix, having been in use for a while, timed out and Ben landed on the ground out of mid-air with a crunch. Psyphon immediately wheeled around and let out a angry hiss when he saw a stunned Ben laying on the ground. "Charmcaster!" Ben choked out, and she immediately took off the invisibility spell, and raced out to face Pysphon as well. Psyphon snarled at the two of them, and then began to spit into his earpiece, "Vilgax! Intru-" He was cut off, however, by Charmcaster hurling a magical charge at him and it slamming him right in the face, temporarily stunning him.

Ben looked at Charmcaster, impressed. "Can you do that all the time?" "Yeah," Charmcaster panted, out of breath. Psyphon began to get back up, and Ben hissed "Quick! Put it on!" to Charmcaster, and hurled the second Omnitrix at her. "But I thought you didn't trust..." Charmcaster began, but Ben silenced her with "No time! That doesn't matter right now!" Then Psyphon, having recovered, slapped Ben across the face, sending him flying across the room.

"You!" Psyphon snarled at Ben. "You're supposed to be dead! I watched you die." "Yeah, but funny thing is that there were two of us," Ben smirked at him, "And it just so happens that your master killed the wrong one." "Ben!" Charmcaster yelled at him with the Omnitrix now on her wrist. "How do I work this thing!" "Watch me," Ben replied, carefully turning the dial on his while dodging a blow from Psyphon's electrically charged hands, and then pushing down the button, transforming into... "SWAMPFIRE!" he yelled, conjuring fireballs immediately and throwing back Psyphon with them.

Charmcaster carefully followed his motions, and ended up transforming into Echo Echo-with purple eyes and a purple Omnitrix symbol on her chest. "Well, this guy looks useless," she commented, before noticing her voice change. Then Psyphon got up and realized that Charmcaster now bore Vilgax's Omnitrix. "NO!" he screeched, and immediately went for her. Echo Echo let out a screech of her own, and Psyphon came to a screeching halt, covering his head, overcome by the noise. Swampfire plugged his ears.

Once Echo Echo stopped, Swampfire then proceeded to use his plant powers to string up Psyphon and leave him completely trapped. "You won't get away with this," Psyphon snarled. "My master will-" "Shut up," Swampfire growled, adding on another last-second string to cover Psyphon's mouth. The trunks of his plants were powerful enough that Psyphon was taking a while to break free. "Let's get out of here, now that we've accomplished our mission," Ben told Charmcaster. "Why don't you put that invisibility spell back on?"


	6. Chapter 6

**Chapter 6 **

Gwen was relieved to see Ben and Charmcaster entering the house-considering that they had never heard from them. "So did you get the second Omnitrix?" Kevin asked. "Yeah," Ben panted, "and we had quite a bit of trouble getting it too." It was then that Gwen noticed Charmcaster still had the Omnitrix on her arm. "What is *she* doing with it?" Gwen demanded. "I told you, we ran into a little trouble," Ben replied tiredly while Charmcaster appeared put off. "We had no choice."

"I guess not," Gwen admitted, although she still appeared quite annoyed. Then she held out her hand. "Now that you're out of danger, there's no reason for you to hold onto it any longer. Hand it over, Charmcaster." Charmcaster now looked confused again, and now Ben appeared put off as well. "She did pretty good for her first time," Ben defended her, "She might actually be pretty deadly with an Omnitrix with a little training."

"Yeah, cause we totally want that to happen," Gwen glowered. "Don't take her side, Ben! Just because she's helped us so far doesn't mean anything!" Ben sighed, and turned to Charmcaster. "I guess we don't have much of a choice," he admitted, "If we don't give it to her now, she'll pester us until we do. And believe me, you don't want that to happen."

Charmcaster sighed, and took off the Omnitrix, and held it towards Gwen. Gwen reached out immediately to snatch it, but Charmcaster snatched it back. It was at this point that a complete change took over her-she was now angry. She looked exactly like the Charmcaster that Gwen had sparred with. But instead of doing anything, she simply asked in a frustrated tone, "Why don't you trust me, Gwen?"

Gwen then snatched away the Omnitrix, and put it on, now with a look of satisfaction. "Well?" Charmcaster asked, more pointedly. "I don't have to answer you," Gwen responded, and walked away. "Gwen!" Kevin called after her. He looked back at Charmcaster apologetically and followed after her.

Ben sighed, and took a seat, and began fiddling with his own Omnitrix. Charmcaster remained standing, looking furious that Gwen had refused to answer her. "Well?" she asked Ben, "Why doesn't she trust me?" Ben sighed and replied, "It's just because of the rivalry that Gwen has with Charmcaster back in our home dimension. The Charmcaster there is a bit of a lunatic." Charmcaster winced, and replied firmly, "I am *not* the Charmcaster she knows."

"That's what I wish she'd realize," Ben agreed. "So much is different here. The Ben that you knew... well, to put it nicely, he wasn't the heroic type. He wasn't really a bad guy either, but I don't think he would've done much good with the Omnitrix. Most of the other versions of people we know are dead. And then there's you. Back in our home dimension, Charmcaster is a person we've fought many times-mostly it's been you vs. Gwen, because of both your connections with magic. But here it's different." Then he stood up and looked Charmcaster square in the eyes. "Charmcaster, you're right-you're not the Charmcaster that Gwen knows-and I'm sorry that she refuses to see that."

A smile began to cross Charmcaster's face. "Thanks... Ben," she managed, choking out the name of the person that she was talking to that wasn't the same person as the one she had known-but yet it was the same guy with the same name. Ben realized that, and gulped before adding, "I know I'm not the same Ben that you knew. But you know that you can still trust me, right?"

Charmcaster stared at him for a moment, and then replied, "To be honest, you're the reason I stayed. I'm not sure I like either of your friends." She then walked off to her room, leaving Ben in a stunned silence. He tried to process this-Charmcaster had joined them to stay around a different version of her dead boyfriend? Was she trying to replace the void in her with the new Ben? _Can I even be that for her?_ Ben wondered to himself, worrying about being faithful to Julie. But then he remembered that there was a good chance he'd probably never get back home-seeing as the portal that had transported them here had disappeared. Not only that, but the Julie here was long dead.

Then he shook his head. _What am I thinking? _He asked himself. _Gwen would kill me._

Gwen, meanwhile, was looking pretty furious as she stormed off to the location she had declared as her "room," which was actually Ben's mom's old room. She noticed Kevin was in hot pursuit. "Kevin, you can't be taking Ben's side too!" she snarled. Kevin sighed. "Look, I know you hate Charmcaster, but you have to realize that the Charmcaster here is different, just as the Ben here was different."

"The reason the Ben here was a jerk was because he never got the Omnitrix and thus never got a chance to be a hero! Cause and effect!" Gwen replied, desperately trying to plead her case. "No, Gwen," Kevin replied firmly. "You just refuse to accept Charmcaster because you see her and you see the enemy that you fought for years. You are going to have to work past that if we are going to work as a team, because otherwise we are all going to get killed because somebody couldn't work with somebody else."

Gwen sighed, and flopped down on the bed, thinking. Kevin pressed her again. "Can you work with her or not?" he asked. "I... I don't know," Gwen admitted. "Make up your mind soon before we go and face Vilgax," Kevin replied with a tone of annoyance. He turned to leave, but looked back one last time and added, "You and Ben taught me that divided a team falls. I personally think it's pretty bad that I have to be the one to remind you of that now." Gwen didn't respond, and Kevin sighed and left.

Vilgax entered back into the throne room, and began "There is nothing wrong with..." Then he noticed that a very angry Psyphon was strung up by the vines left by Swampfire. "What happened in here!" he snarled. "The boy," Psyphon replied as Vilgax freed him, "The boy is still alive. We killed the wrong one. And the witch was with him-and they got away with the Omnitrix." Vilgax let out a scream, and then punched Psyphon across the room. "You have failed me in letting them escape!" he snarled, and began to pace furiously about the room.

"We cannot let this new anomaly amidst these sheep cause trouble," Vilgax declared, "Otherwise he could begin to cause a problem."

"Do you think the others are still working with the boy?" a dazed Psyphon asked, getting to his feet. "The others that I saw couldn't cause much trouble against me," Vilgax replied dismissively. "It's those two we need to focus on. They have two Omnitrixes now. And whatever you may think about them being weak as humans, do not underestimate the power of the Omnitrix."

"So what's our next move?" Psyphon asked. Vilgax smirked, and looked out his window at the empty city, everybody currently sleeping right now. "We wait. And next time, we'll be ready for them."


	7. Chapter 7

**Chapter 7 **

Despite Gwen's recent temper issues, Ben and Kevin had decided to go ahead and proceed for preparing their main attack on Vilgax and Psyphon. Considering that no one else lived in Ben-2's house anymore, they and Charmcaster agreed that they had no problem with literally making an arena out of it.

Charmcaster observed one day, "The only problem I see with Gwen having the extra watch is that her magic powers are actually even more powerful." "For some reason, they're not too effective on this particular Vilgax," Gwen had replied. "They slowed him down a little, not much. I wonder if he took some Anodite energy into him." "Maybe if you went full Anodite..." Kevin suggested.

"No!" Gwen snapped, "That is NOT an option!" For a moment, when she said it, her eyes flared pink and her whole body glowed, almost as if she was going to go full Anodite right there and then. However, it only lasted a second, and then it went back to normal. Kevin, a little freaked out by her response, muttered "Jeez. I was just making a suggestion."

Ben gave him a look that said 'Don't mess with her right now. She's not in the best of moods.' When they decided to do duels with each other that day, they were reluctant to let Charmcaster team up with Gwen. Gwen's face twitched-she was clearly not happy about the situation.

"Okay," Ben sighed, "Let's start. And Gwen, let's avoid transforming into anything that could literally destroy the house like Way Big or Heatblast." Gwen nodded her head slightly, and Ben pushed down his Omnitrix button and transformed into... "WATER HAZARD!" he yelled, and then looked down, disappointed. "Aw, man, I was hoping for Goop!" "Okay, in that case, I'm pretty happy you got the wrong alien," Kevin smirked, who like most of Ben's friends, hated Goop with a passion.

Kevin then absorbed the matter of a metallic pipe he had picked up for that precise use recently, and they went to battle. Meanwhile, Gwen pushed down the button on her Omnitrix and turned into a feminine Shocksquatch-which was quite less buff than the version that Ben transformed into, but still big enough to pack a punch.

Charmcaster didn't waste a second, and threw an energy bolt right at her, which knocked her off her balance. Shocksquatch then got to her feet, muttering angrily and then charged again for her.

Meanwhile, so far, Kevin had actually been doing good against Water Hazard. The water sprays did not seem to be affecting Kevin in his current state that much, and he had actually thrown a couple punches. "Is that really the best you can do, Tennyson?" Kevin smirked, and Water Hazard replied, "I certainly hope not," and then fired a spray of *much* colder water-almost more like ice water. Kevin's metal didn't react very well to that, and he fell to the ground, defeated, with his metal freezing over and then quickly disappearing.

Kevin muttered angrily to himself, "Sometimes I wish I had a cool watch." Ben smiled victoriously as he reverted back to normal. They then watched the continuing battle between Charmcaster and Gwen (Shocksquatch).

Shocksquatch had landed a couple punches, so Charmcaster then dodged away form her to regroup. She then yelled, _"Meton Weights!_" which was a telekinesis spell. She then used that power to lift Shocksquatch off the ground, much to the shock of Ben and Kevin. "She's good," Kevin commented. Charmcaster then proceeded to slam Shocksquatch a couple of times to the ground before throwing her against the wall. Shocksquatch, now furious, charged for Charmcaster and punched her across the far so hard that she went flying across the room and slammed up against the wall.

She got into a sitting position, holding up her hands in surrender, but Shocksquatch did not stop-she went for Charmcaster again and grabbed her and threw her across the room again. "Gwen, stop!" Kevin yelled in shock, but Shocksquatch went for her again. Charmcaster rolled out of the way barely in time, and yelled "_Somnus!" _Shocksquatch stopped mid-punch and immediately fell asleep, and reverted back to Gwen.

"You sure do know a lot of spells," Ben commented. "I spent my spare time studying them when I was younger," Charmcaster told them tiredly, "I'm glad I still remember some of them." "Now to deal with her," Kevin muttered, looking at the snoozing Gwen. "She's normally not this violent," Ben said confusedly. Charmcaster shrugged, and let out another spell: "_Expergiscimini!" _Gwen immediately woke up, and then looked from a bruised Charmcaster to a shocked Ben and Kevin, and then she let out an annoyed huff and left for her room.

"I guess I have to go and talk some sense into her again," Kevin sighed in annoyance, but Ben stopped him. "I'm not sure we can deal with her that easily," he told him reluctantly. "I've never seen her like this before," Kevin exclaimed, "She's lost her mind." "She just got a little carried away," Charmcaster defended Gwen, and they both stared at her.

"Carried away? You call THAT carried away?" Kevin demanded, and pointed at a bruise on Charmcaster's cheek. She shrugged, and replied "It's nothing." Ben and Kevin stared at each other for a moment, wondering how she could call the beating she had received from Shocksquatch "nothing."

"Well, I guess we're done for the day," Ben said reluctantly, and Kevin asked "Can we talk?" and pulled him aside. "This is *not* working," Kevin hissed angrily, "Gwen can't seem to control herself around Charmcaster! One of them may have to go." "Are you seriously suggesting kicking out Gwen?" Ben asked in shock. "If that's what it takes to defeat Vilgax, since we're apparently stuck here forever, yeah," Kevin declared. "But if we can just get rid of her..." he glanced at Charmcaster, who had just gotten to her feet.

"We can't!" Ben told Kevin desperately. "If we shrink our numbers back down to three, we'll be slaughtered by Vilgax for sure!" "We'll be slaughtered either way if those two are fighting amongst themselves," Kevin retorted. Ben sighed, and thought for a moment before replying, "Let's just give it time and maybe delay our attack a little." "Delay our attack!" Kevin almost laughed. "So you want Vilgax to come to us instead of going to him?"

"I think if he wanted to attack us he would've already done it," Ben replied. "It's been a few days since we attacked his base and he hasn't done anything. He's probably just waiting on us, because he's confident he can defeat us without a struggle." "I guess you're right about that," Kevin admitted, and then asked "So we just wait for now?" Ben nodded. Kevin stalked off, presumably to go ahead and talk to Gwen anyway.

Ben went over to Charmcaster, who was rubbing her face where it had been punched a little. "You sure you okay?" he asked in concern. Charmcaster turned around, a little startled, before replying, "No, I'm fine. I've had worse." "So you've been in combat before?" Ben asked, still in confusion as to where she would've gotten worse beatings. "A long time ago, yes," Charmcaster replied, turning back the other way.

"What would someone that young be doing fighting that hard?" Ben wondered. Charmcaster sighed, and remained silent for a bit, before replying, "This world is different from yours, in case you hadn't figured it out yet." "Well, that doesn't mean you need to be getting beat up that hard just in practice," Ben blurted out. Charmcaster turned around, looking a little surprised, before replying softly "Thanks for your concern" before walking away, still appearing a bit surprised.

Ben went upstairs to his room, spent for the evening. It was time to get some sleep. There was much to be done and perhaps little time to do it. Even if Vilgax didn't attack them, he could still blow up the Earth before they were ready. However, he didn't dwell on it much, because he was asleep in a hurry-having not gotten much lately.

He never noticed due to his snoozing the white-haired beauty dressed only in a nightgown getting into bed next to him.


	8. Chapter 8

**Chapter 8 **

Ben's eyes flickered open and he yawned. He'd had a really good dream. He relaxed and continued to bury his face in that silken-white hair...

_Wait. What?_

Ben immediately jumped back into reality. When he realized that it was Charmcaster, he yelped, hopped back and almost fell off the bed. Charmcaster awoke with a start. Ben stared for a moment, hardly believing what he was seeing. "Charmcaster?" he yelped, "You... you slept with me?!" Charmcaster did not respond, but looked guilty. "I thought you might... you might..." she began.

"Might what? I'm not your Ben, remember that at least!" Ben snapped back. He was beginning to calm down, but he was still quite shocked. "You enjoyed it before you woke up," Charmcaster pointed out, gesturing to her messed-up clothing. "That doesn't mean anything!" Ben replied, even more shocked that his "dream" had apparently been reality in some form.

"A-are you going to tell them?" Charmcaster asked somewhat fearfully, clearly worried about Gwen's reaction more than anything. "I don't know," Ben admitted, and thought for a minute before replying, "I guess I won't say anything if you won't. But don't do that again, alright?" Charmcaster gave a brief jerk of the head to agree, and then got out of the bed real slowly.

Before Ben left, she asked, "Does this mean that you don't want to be with me?" "N-no," Ben started, and then fumbled for words, "Yees... look, we're from different worlds. I don't even belong here. I'm different!" "It doesn't have to be that way," Charmcaster replied, and Ben stared at her. "You're saying you want to be like your psycho self from our world?" he asked. Charmcaster sighed, and gave up on arguing with him.

* * *

><p>Over the next week, things progressed rather slowly. Charmcaster was much more subdued than before, and that led to Ben, Gwen and Kevin all being able to defeat her quite easily in sparring matches. This didn't really help the relationship between Gwen and Charmcaster.<p>

After Gwen had finished slamming Charmcaster against the wall as Diamondhead, she glared at her. "That was too easy, Charmcaster. I know full well that you're capable of stronger magic than that! Are you even trying? Whose side are you on here?!" Gwen ranted at Charmcaster, who just shrugged her off and began walking away. "Don't you walk away from me!" Gwen snarled, losing her temper again and nailing Charmcaster in the back with a bolt of mana. Charmcaster fell to the ground with a thump.

"Gwen!" Kevin stepped in front of her in shock. "That was a cheap shot!" "I don't care!" Gwen replied, "She can't be on our side if she's not even trying that hard to beat us." "Or maybe she doesn't want to hurt any of us," Ben countered. Gwen stared at him. "Don't be stupid, Ben! She's just trying to lure you into a false sense of security."

Ben looked at the helpless heap that was Charmcaster lying on the floor. Could Gwen be right? Was Charmcaster trying to bring down their guard so that she could bring them to Vilgax when the time was right, or do something for her own gain? Was that why she had slept with him? But something didn't add up-the fact that Charmcaster had helped Ben beat Psyphon with no punches held proved that. And then there was the first practice where Charmcaster had beat Gwen fairly.

"Innocent until proven guilty, Gwen," Ben replied firmly. "Ugh!" Gwen snarled, having been defeated again. She walked away in a huff. "This isn't working, Ben," Kevin told Ben after pulling him aside again. "Gwen's too focused on Charmcaster to see the big picture, and now Charmcaster's gone soft!" "Actually... I'm kinda to blame for that," Ben replied nervously, scratching his head. Kevin then smirked and started laughing. "What'd you do, buddy?"

"It was more what she did, but I'd rather not talk about it," Ben replied, keeping Charmcaster's secret. "Whatever," Kevin replied, still smirking. Then he turned a little serious again. "Just get her back to normal quick, will ya? We can't wait much longer to go after Vilgax." "Understood," Ben replied before turning to Charmcaster, who was on her feet now.

"Charmcaster, we need to talk," Ben began, but Charmcaster stopped him. "I know, it's about me not fighting hard. I admit that had to do with happened before, and I'm sorry about that. But hearing you stand up for me again back there... I guess it helped me get my confidence back. My hope." The hint couldn't have been clearer, but Ben shrugged it off. "Well, whatever floats your boat," he replied, "You good?" Charmcaster nodded.

"Good. You up for one last spar while Kevin talks some sense into Gwen again?" "I am NOT doing that again!" Kevin yelled from across the room.

* * *

><p>Meanwhile, back in the center of the city, Psyphon was studying the activity that was going on in the Tennyson house. He had been keeping tabs on it ever since the Omnitrix had been stolen.<p>

Vilgax then entered the room. "What news do you have for me, Psyphon?" he asked. "Master," Psyphon replied, "I've been able to track the Omnitrixes through their Plumber signatures here. They've only been used in the house-they have only been jousting." "They are getting ready to attack," Vilgax declared. "Let us make sure we are ready when that happens. Them having two Omnitrixes may complicate matters a little more."

"Yes, Master," Psyphon agreed, and began to leave. Vilgax continued, "Once we've taken care of those brats, we'll turn this planet into a barren rock. I'm getting tired of these humans." "We could just blow up the planet now," Psyphon suggested. "NO!" Vilgax snapped back, "It is imperative that we get the Omnitrix back. Maybe we will get the other Omnitrix as well. Imagine... the power of two Omnitrixes at our hands... we could truly rule the universe."


	9. Chapter 9

**Chapter 9 **

It had been a couple weeks now since anything out of the ordinary had happened. Gwen was still unhappy about Charmcaster being on their side, but things hadn't gotten out of control and she was back to fighting at her full potential. Now, they seemed more like they stood a chance of going over there and beating Vilgax and Psyphon.

"I think we're ready," Kevin told them one night. "You sure?" Gwen asked, "If we fail, then we may not get another chance-because we may be dead." "That's a risk we take no matter what," Ben pointed out. Gwen shrugged. "Charmcaster? You ready?" Ben asked. She nodded. "Then let's do it tomorrow evening. Vilgax won't know what hit him."

* * *

><p>The next evening, Ben and Charmcaster went ahead of Kevin and Gwen in the first wave to take out Vilgax's preliminary forces guarding the way in. Once again, Charmcaster had put a transparency spell on herself, and this time Ben had turned into ChamAlien. Kevin and Gwen were following close behind, ready to help them at a moment's notice.<p>

There were a few robots guarding the entrance to the gigantic spaceship in the middle of the city which stood as a "fortress." Charmcaster stepped forward, and whispered "_Somnus," _and they instantly fell down, slumbering. They then went in, with Kevin and Gwen close behind. It didn't take long before they were met by more robots-which were either taken out by Charmcaster's spells, or by ChamAlien.

"Vilgax must be at the bridge," Ben whispered to the other three once they had fought off the robots who were patrolling the area. "You're probably right, but Psyphon might be there too, so we'll have to deal with him." "I can take care of that," Charmcaster replied dismissively, "You and Ben should both be using the Omnitrix against Vilgax at the same time." "That was the plan," Gwen replied, annoyed with Charmcaster telling her what to do.

"With any luck, we'll be able to sneak up on them and take them out more easily that way," Ben added, "They don't even seem to know we're here yet." "That wouldn't make any sense," Kevin replied uneasily. "I kinda smell a rat here."

Ben shrugged, and they headed for the bridge, which had automatic doors. "Ready?" Ben whispered, hand over his Omnitrix dial. "Ready," the other three replied. They all jumped forward and came face-to-face with Vilgax and Psyphon on the other side.

"Welcome back, boy," Vilgax smirked, "I've been expecting you." "How did you know we were coming?" Ben yelped, a little surprised that they were this prepared. "Idiot humans," Vilgax sneered, "We've been tracking the Omnitrixes ever since you stole that one from us. We knew you were planning to strike back at us."

"So why didn't you attack us yourself?" Charmcaster asked boldly. "Why waste the bother?" Vilgax replied. "We knew you were going to come, so it didn't matter-we knew that we'd kill you when you showed yourselves, although I'm a little surprised you took this long." "Keep the enemy guessing," Ben replied.

"Well, it didn't work!" Vilgax snarled. "Your plans are going to be all for naught. Because all four of you are going to die here tonight. You couldn't beat me by myself-and with Psyphon here, that just makes your odds all the more unfavorable."

"Never tell me the odds," Ben smirked, and slammed down the Omnitrix button and turned into... "CANNONBOLT!" he yelled. Gwen turned on her Omnitrix as well and turned into Diamondhead. Cannonbolt rolled up and charged for Vilgax, who simply swatted him away. Diamondhead then fired away at him, who actually then appeared fazed by the Taedenite crystals. Vilgax snarled, and went for her. She punched him across the face, sending him sliding across the room. Cannonbolt went for him again and made contact this time, but it did not seem to leave a mark. "Kevin!" he yelled, "A little help here!"

Meanwhile, Charmcaster was facing off with Psyphon. He fired plasma beams at her, which she dodged with ninja-like skills, landing on her feet, and then firing one of her energy bolts at Pysphon, which hit him directly in the face, leaving him to shake his head, dazed. Charmcaster then yelled "_Meton Weights!_" and started to lift him up off the ground with telekinesis, and then slammed him to the ground over and over again.

"Psyphon!" Vilgax snarled, still dealing with Diamondhead and Cannonbolt. "Do not let the sorceress beat you! She is only a mercenary!" "I'll show you who's a freaking mercenary," Charmcaster snarled, and then used her powers to throw Psyphon across the entire bridge. Vilgax, enraged, then delivered an uppercut punch to Diamondhead, bashing her head into the ceiling. Gwen then reverted back and fell to the ground. Vilgax then kicked her away, and went for Cannonbolt.

Pysphon got back up for more, and Charmcaster threw an energy bolt at him, knocking him backwards. She turned to help Cannonbolt with Vilgax, but Cannonbolt yelled, "No! He's not done yet!" Charmcaster turned around just in time to see Psyphon firing laser beams out of his eyes and blasting her into the wall.

Gwen groaned and blinked her eyes, and saw Charmcaster lying helplessly on the floor while Kevin and Cannonbolt where getting tossed about by Vilgax, who clearly had the upper hand. Vilgax seemed to be tough beyond belief-just about any hit that got to him didn't seem to affect him much, save for Diamondhead's Taedenite crystals.

Cannonbolt reverted back to Ben, and he yelled, "Gwen! We need some help over here!" "I've got an idea!" Kevin yelled, and grabbed one of the nearby Taedenite crystals and absorbed it, making his skin Taedenite. He then jumped up and punched Vilgax across the face, who almost fell backwards. "Not so tough against Taedenite, are ya, squid face?" he taunted. That was a mistake-Vilgax then grabbed him and threw him upward into the ceiling.

"Guys! This isn't working!" Charmcaster called out with Pysphon cornering her, "We should retreat!" "You can't be serious!" Gwen yelled back, "This is our only chance, we said!" "Well, we need to find ourselves another chance somehow!" Charmcaster replied, "Because we're going to get killed out here!" "I'd rather die facing him right now," Gwen replied firmly. Charmcaster stared, and then replied coldly, "Then do that." "Charmcaster's right," Ben added as he dodged Vilgax, "We're getting killed out here! We gotta leave and find some more allies!"

Gwen stared at him. "You're taking *her* side? She's bewitched you!" Then she turned to Charmcaster and yelled, "I knew I couldn't trust you!" and then charged for her, tackled her and they both crashed through the window and started falling towards the ground while Ben and a returning Kevin watched in shock.

"Looks like we're done here," Vilgax smirked. He was right, Ben realized-the plan was failing. Their efforts so far had been for naught.


	10. Chapter 10

**Chapter 10 **

Gwen and Charmcaster crashed to the ground below, with Gwen forcing Charmcaster to take the force of the blow. She groaned, and just lay there for a while. Gwen then got up, shook herself off, and glared at her. "I don't know why they even bothered letting you stay. Suggesting to retreat showed you couldn't be trusted-not that I didn't know that already," she snarled, walking around her. Charmcaster didn't respond, still unable to move.

"Well?!" Gwen yelled, holding up a ball of mana. "What do you have to say for yourself, witch?!" She added before striking her with the mana.

Meanwhile, back up in the ship, Kevin and Ben were at a standstill with Vilgax and Psyphon. Vilgax smirked as he watched the fray below. "You wanted to try and defeat me, and you couldn't even keep your little team together," he laughed evilly. "I will burn this world soon, child. But I have a couple matters left to take care of first. He raised his first to deal a deadly blow to them, but Ben pushed down the Omnitrix button, turning himself into... "JETRAY!" he yelled, grabbing Kevin and flying out of the window.

"You can't run forever, boy!" Vilgax snarled, "One way or another, you *will* die-whether it is at my hands or when this world is turned into a worthless piece of rock!"

Jetray ignored him-they had another matter to deal with first. Once they got down to the ground level, where Gwen was pummeling an already severely injured Charmcaster, Jetray dropped Kevin safely and then tackled Gwen, driving her away from Charmcaster. "Stop, Gwen!" he yelled. "What are you doing?"

"Eliminating someone whom you should never have trusted, Ben," Gwen replied, and went for her again. This time Kevin was there to keep her from attacking. "What are you doing?!" he asked, shocked, "She's defenseless! She can't even fight back!" "So?" Gwen shrugged angrily. "She deserves what she gets!"

"Guys?" Ben interrupted them. "More immediate problem!"

Then Vilgax landed onto the ground with a *THUMP,* Psyphon not too far behind. The nearby civilians, who were already freaked out, began running away screaming.

"Do not worry, citizens," Vilgax bellowed in a commanding voice. "These belligerents will be dealt with... quickly." He then stepped forward, heading for Ben first. Ben then adjusted his Omnitrix and turned from Jetray into... "FOURARMS!" he yelled, and then charged to face Vilgax, who met him with a punch directly to the head that sent him flying across the street.

Fourarms got up quickly and dismissed it, charging once again for Vilgax, this time blocking the first punch and delivering one himself. Vilgax barely flinched, and grabbed Fourarms' two upper arms, and Fourarms yelled "Hey! Let go!" punching him repeatedly with his two lower arms. Vilgax laughed, before replying, "Is that the best you can do, boy? Because I do not feel a thing." Then he lifted Fourarms up off the ground, lifted him high over his head, and then smashed back into the ground three times, leaving a crater. Fourarms then reverted back to Ben.

"Gwen?" Kevin asked nervously, as Vilgax advanced. Gwen nodded, and began "_Eo Recen..." _"Wait!" Ben yelled, making a quick charge to grab Charmcaster, and after he did so, he turned around to his horror to see that Gwen had already activated the teleportation and was already leaving with Kevin. "NO!" Kevin yelled, and Ben could her Gwen snarling, "Get her out of there yourself."

As they disappeared, Vilgax turned and smirked at Ben, who was holding a barely conscious Charmcaster in his arms. "Looks like it's just you and me now, boy. This does not look to end well for you..." "Shut up!" Ben yelled, and then transformed into... "TERRAPSIN!" he declared in the monotone voice that the turtle-like alien had. He then flipped Charmcaster onto his back, and then flew away. Vilgax watched, but did not give chase.

"Shouldn't we go after them, Master?" Pysphon asked. "No," Vilgax replied calmly, "That won't be necessary. They may not attack us again, but if we see them again, we'll kill them. Soon they'll be dead anyway, along with everyone else on this planet."

* * *

><p>Once Ben and Charmcaster made it back to the house, they found Kevin and Gwen waiting for them. "Sorry about what happened earlier..." Kevin began, but Ben shrugged it off. "I know it wasn't your fault," he replied, directing a glare towards Gwen, who was standing there with her arms crossed. Ben gently laid Charmcaster down on the couch, and then turned to face Gwen.<p>

"What were you thinking?!" he yelled. "I could have been killed out there!" "No," Gwen replied calmly, "I knew full well that you would escape one way or another. You always do. I was just hoping that she wouldn't come back with you."

"What is your deal with her?" Ben demanded. "She's not the same Charmcaster you know from our world. She's different!" "Even if that's true, that doesn't mean that she can be trusted!" Gwen retorted. Kevin broke in and added, "What was up with you beating the crap out of her while she was defenseless? You're better than that! I know you are!" "I was merely eliminating someone we couldn't trust," Gwen replied angrily.

"Just like you murdered my boyfriend?"

Charmcaster's weak voice startled them. They turned to face her. "What?" Ben asked, turning to Gwen. "Is what she says true?" "I didn't kill him," Gwen retorted. "But you were responsible for his death," Charmcaster replied stonily.

Ben and Kevin stared, shocked, at Gwen. Gwen glared at them all, before replying, "Yes, I was." Before Ben and Kevin could reply, she asked Charmcaster resignedly, "How'd you figure it out?" "I didn't know at first," Charmcaster admitted, "But when you attempted to kill me back out there, I knew it was you. I know that it's possible to create illusions with magic-such as somebody wearing an Omnitrix that's not supposed to be there."

Ben stared at Gwen in shock. "How could you?!" "He wasn't exactly going to be our ally, was he?" Gwen replied with her arms crossed. "Besides, we were kinda in deep trouble there when Vilgax attacked us. You could say I kinda saved your butts by letting the anti-Ben take the fall." "That's no excuse," Ben snapped. "It's never okay to do something like that! We would've fought Vilgax together! What do ya think? He might have joined us later. But now you ruined that. And now you tried to kill Charmcaster."

"Only what she would deserve," Gwen muttered. Then Kevin stepped forward and looked Gwen straight in the eyes, took a deep breath, and then told her, "Gwen. You need to go." "What?" Gwen replied, taken aback. "Y-you're kicking me out?" "You're jeopardizing this operation too much," Kevin replied calmly. "Maybe this dimension is messing with your mind. I don't know what it is, but we can't let you stay with us anymore while Charmcaster's here. We'll contact you once we've defeated Vilgax and found a way to return home."

"Fine!" Gwen snarled, "You do that! Oh, and by the way, I'm pretty sure there is no way to return home, so you guys have fun messing with her, 'cause I'm *not* coming back."

"Gwen..." Ben began, but Kevin stopped him. Gwen glared at them one last time, and then stormed out into the night.


	11. Chapter 11

**Chapter 11**

After Gwen stormed out, Ben collapsed into a chair, exhausted. "I can't believe we just did that," he managed, "I can't believe we just kicked Gwen out." "It was for the good of our mission," Kevin replied solemnly. "You knew as well as I did that she wasn't going to get over her grudge towards Charmcaster, or whatever's affecting her in this world. So we have to press on without her."

"But how are we going to defeat Vilgax now?" Charmcaster asked, now sitting up, "There's only three of us." "Well, we do have two Omnitrixes between us... crap," Kevin spat in realization that Gwen may have taken the second Omnitrix with her. He ran out to the porch where it was now raining-and didn't see any sign of Gwen, but he looked down and saw the discarded Omnitrix.

"We're lucky," he told them as he came back in holding the second Omnitrix, "She left this behind." "Why would she do that?" Ben wondered, "Surely she knows who's going to get it?" he added, looking at Charmcaster. "You want *me* to take it?" Charmcaster asked, startled. "Sure," Ben shrugged, "You did really well with it last time you had it."

"I really wish there was someone we knew that was still alive here that could be an ally," Kevin sighed, "But the Plumbers are gone, Julie's gone, our alternate selves are apparently gone, and I don't think Azmuth is gonna help us." "The bigger problem with leaving the planet is that when we come back, there might be nothing left," Ben reminded Kevin.

"So we're on our own now?" Charmcaster asked nervously. Ben and Kevin nodded grimly. "Tomorrow we'll try and think of a way we can defeat Vilgax and Pysphon with only three people."

* * *

><p>Later in the evening, after just resting for a while, Kevin had gone to bed. Ben had laid there for a while, and had actually fallen asleep on the couch. Then he woke up to the sound of Charmcaster saying his name, and he almost immediately jumped to attention. "What is it?" He asked, looking towards where she had been earlier.<p>

However, now she was standing up next to the wall, and then she turned around so she wasn't facing him, and shed her top. He could only see her from the back-which was covered in scars and bruises, some clearly having come from when Gwen had beaten her, and some older ones too.

"Give me a massage, will you?" she asked, not seeming to care about exposing herself. Ben at first didn't respond, trying to take in what Charmcaster was doing. Then finally, he asked, "What happened to your back? I can tell that not all those came from earlier." "I'll tell you once you start," Charmcaster told him.

Ben sighed-it was clear that Charmcaster was taking another shot at him. But he was too curious about her history, that he decided that in this case it would be harmless. _Plus, if Gwen was right that there is no way to get home..._

Ben began the massage, starting from her neck, before trailing down her back. There wasn't very much space on her back that wasn't scarred or bruised up, so he was basically going at it very delicately in order to avoid hurting her.

Charmcaster began, "Back before Vilgax came to Earth a few years ago, this place was in a pretty awful state. The government had been overtaken and we were in a state of anarchy. Anything went back then. There were some unspoken rules, of course, but down in the slums, not very many people followed them. That was where I operated for some time. I guess you could say I was a slave for some time. I was fighting just to survive before I unleashed my magical ability, and I was beaten quite a bit."

"So that's why you didn't oppose Vilgax at first," Ben commented before adding "Charmcaster, I'm really sorry that you went through all of that." Charmcaster didn't respond, and then Ben, looking at her bruised back one more time, said resignedly, "Sorry, I don't think there's much here I can do without hurting you."

Charmcaster sighed, lowering her head, and then reached for her top and put it back on. Ben stared at her as she began to walk away, clearly dejected.

"You wanted something more, didn't you?" Ben inquired of her, beginning to realize just what Charmcaster had been hoping for. "Yes," Charmcaster replied in a small voice. Then she turned back to face him. "I'm trying to keep the memories alive," she explained.

"And that's what he did to you all the time, huh? He took advantage of you?" Ben asked, horrified. "Sounds to me more like he was using you for his own gain more than anything." "Whatever you may think of our life," Charmcaster replied coldly, "It was better than anything else I ever went through. And we did love each other."

Ben began to respond, but then just stood there with his mouth in an "O." He thought that the Charmcaster back in his world hadn't had a very easy life, but this one here? She had been beaten, abused, and then taken advantage of by a questionable boyfriend! _I can't believe that person shared my name, _Ben thought darkly to himself.

By the time he finally had thought of a response, Charmcaster told him sadly, "I don't think you can help with my problem, so don't try," and walked away. "Charmcaster, wait!" Ben called after her, but she was already gone, having shut the door to her designated room.

Ben frowned. There was clearly more to her story that she hadn't told-she had just told him the basics during her attempted seduction of him. There was clearly even more to her than he had expected-and he resolved to find out. She clearly needed something-someone to unconditionally believe and trust in. Whether he became her new significant other or not, he took it upon himself in that moment to become that someone for her.


	12. Chapter 12

**Chapter 12**

Vilgax entered the bridge of his spaceship, where Pysphon was busy on the holo-screens. "Psyphon," Vilgax acknowledged as he thumped in before asking him, "So, have you found anything on our friends?" "Yes, I have," Pysphon confirmed, turning to face Vilgax.

"The boy who bears the Omnitrix is Ben Tennyson, and it is indeed not the one that you killed, because he supported the regime of Lord Vilgax, while this one is not registered." "So he is not of this world," Vilgax mused to himself. "Interesting. It's been a long time since I've seen anyone cross dimensions."

Pysphon continued, "The same goes for the redhead girl and the other boy, as the redhead girl's counterpart is dead, and the other boy... well, we don't have any records on him, so we must assume either he never registered... impossible... or he simply does not exist in his dimension. The witch goes by the name of Charmcaster, and she is indeed of this world. Apparently, she's turned against us and joined the Tennyson boy."

"So," Vilgax thought to himself, "We've been challenged all this time by... dimension walkers." Then he spoke out loud to Pysphon, "The boy Tennyson is an anomaly. He must be destroyed. The others are nothing to worry about."

"What about this?" Pysphon asked, "One of the robots recently got a shot of this human right here that was thought dead." Vilgax stepped forward to look at the image that was now on the holo-screen.

Vilgax glared at it. "Impossible. I actually remember that one-one of the rebels. I saw the dead body." "I'm only reporting what the drones saw, master," Pysphon replied. Vilgax glared at it again, and replied, "We're going to attack them. Keep the bounty hunters on standby."

* * *

><p>Since Gwen's departure, Ben and Kevin spent most of their time trying to figure out some sort of plan to defeat Vilgax with only three of them now, while Charmcaster spent her time fiddling with her new Omnitrix.<p>

"I just don't know how we can do it now," Kevin was griping. "It's gonna be hard, that's for sure," Ben agreed, "But that might just be it. We may have to fight them... or die trying." "And I wonder if Charmcaster will be up for *that* possibility," Kevin whispered to him. "She's stayed on this far," Ben shrugged, "But it's probably best we don't mention that to her."

"Hey, guys?" Charmcaster asked suddenly, and they both jumped. "Is it getting dark out in the middle of the day suddenly, or is it just me?" "It's probably just you," Ben shrugged.

And then the house was ripped apart.

They weren't sure exactly who or what was destroying their house. All they knew was that suddenly debris was flying around and raining down upon them, and Kevin quickly absorbed a random piece of debris in order to protect him from it. Ben quickly transformed into "CANNONBOLT!" and dived on top of Charmcaster to protect her from the debris.

Once the chaos had finally settled, the three teens lifted their heads to observe the damage. The entire top half of the house was gone-and so were the walls. All that was left was the first floor, and even parts of that were gone.

"How did this happen?" Cannonbolt asked himself. "Why ask questions that you already know the answer to, Tennyson?" Vilgax's voice came from behind them, and they turned to see Vilgax and Pysphon closing in on them.

"So you know who I am now?" Cannonbolt inquired. "Oh, I know what you are, Tennyson," Vilgax snarled, "I know that you came here from a different dimension. You were very clever when you had your twin take the fall for your crimes so you could continue them yourself! I'm surprised the witch follows you, knowing that."

"You don't know everything, Vilgax," Cannonbolt replied firmly, "Considering that I had nothing to do with that." "And you're stealing your twin's girlfriend," Vilgax smirked. "Wow, Vilgax really doesn't know anything," Charmcaster muttered to Cannonbolt-just loud enough for Vilgax to hear.

"Insolent child!" Vilgax snarled. "We're tired of waiting for you to show yourselves. It's time for you and your friends to be killed!" "Not without a fight," Cannonbolt replied firmly, and then switched his Omnitrix to... "EYE GUY!" he yelled. "That one's just creepy," Charmcaster muttered, turning on her own Omnitrix and turning into Chromastone.

"Ooh, good idea," Eye Guy noted, and fired a powerful energy beam out of one of his many eye right at Chromastone, which she instantly absorbed and then they both fired at Vilgax. Vilgax was slowed down by the force of the energy beams, but they did not seem to be hurting him that much. They both stopped and stared at an unscathed Vilgax in shock, who replied mockingly, "You are but puny ants, waiting to be crushed. You surely must realize by now that you have no chance of winning."

"Doesn't mean we're not gonna try!" Eye Guy retorted, and then combined his eyes into the larger eye, and fired his most powerful shot at Vilgax. Vilgax was pushed back by the blast and almost fell over, but quickly regained himself and stood, still unfazed.

"Okay. I got nothing." Eye Guy sighed. Vilgax smirked, and took another step towards them. "Are you ready to join your twin in hell?" he asked mockingly. "Ben!" Kevin yelled from behind were he had been taking refuge, "Do something!" Charmcaster stared at him in shock, asking, "You're giving up?" "We're outmatched," Ben replied dejectedly.

Then, suddenly, a black sports car came driving in and came to a stop next to the house. The door opened, and out stepped what appeared to be a robot of sorts. It was made out of pure steel, and its arms and legs had several slots and holes, suggesting weapons. Its head had a speaker for a mouth.

"I was wondering when you would show up," Vilgax glared at the newcomer, "Once I found out you were still alive. How, I don't know." "I still had a job to do, Vilgax," the newcomer replied in a typical robotic monotone voice, "And it involves putting your time here on Earth to an end. And now that there are others to oppose you..." the robot glanced at a shocked Ben, Charmcaster and Kevin.

"That doesn't change things one bit," Vilgax growled, and then charged for the robot, pushing it backwards. The robot managed to wiggle out of Vilgax's grip, making him trip over a house. He got back up with an angry bellow, and again charged. The two caught each other in their grips, and then started trading punches. Vilgax's punches clanged off the robot's steel, but they did not seem to be affecting it much, oddly enough... although the robot's forces weren't doing much either.

Eventually, Vilgax grabbed the robot and tossed it away. "You may be able to withstand my strength, but you still can't beat me!" he snarled, and attacked again, now pulling out a sword covered in flame from behind his back, and slicing at the robot with it. Eventually, he nailed the robot, but it simply clanged off the robot, leaving what was more of a tiny dent than anything. Then Vilgax went for the robot's head, clanging it. The robot, dazed, took a step back, and then Vilgax kicked it away into the ruins of Ben's house.

Vilgax went for the robot, and before it could get up, he held his sword to its neck. "I am invincible!" he snarled. "I am the conqueror of this universe. Everything that remains remains by my mercy. You can *never* defeat me!" "I guess it's up to me to prove you wrong, then," the robot replied, pushing the sword into Vilgax's face. It caught him with the flat edge so that he wasn't cut, but the flames did burn him, leaving him bellowing in rage.

The robot then got up, and headed for its car. "Get in!" it yelled at Ben, Kevin and Charmcaster. Glancing at a recovering Vilgax, they didn't waste the opportunity and all got in, after Ben and Charmcaster reverted back to human form.

The robot immediately floored it as Vilgax began to take chase, and then flicked a switch on its dashboard, which was covered in various buttons and switches, reminding Ben of the Rustbucket, and then began to fly, heading straight for the sky.

Vilgax called after them, "You cannot hide forever! I will find and kill all of you!"

Ben, who was in the front seat, ignored Vilgax's rapidly shrinking voice and turned to face their mysterious savior. "So, first question. Who the heck are you?" "Does that matter?" the robot inquired. "It might," Ben replied, now suspicious. "Who or what are you?"

"Somebody you know in your world," the robot replied. Suddenly, the robot's face literally folded away, revealing a human face beneath it-a feminine one, marked by various scars and robotic elements.

The robot wasn't a robot. It was a cyborg. It was Julie.


	13. Chapter 13

**Chapter 13 **

"And I thought this dimension couldn't get any weirder," Kevin commented, as he and Ben stared in shock at the cyborg-Julie.

It was only just recognizable as Julie. The rest of her body was still robotic material-just her head was showing. And even that was still altered in some ways. There was a headset strapped to her that was seemingly unremovable. There was also an patch over one eye-though the eye itself was still visible. Indeed, this was a mere shadow of Julie in some regards.

"Julie...what are you...what is going on?!" Ben managed, still shocked.

"Don't worry, I will explain everything," Julie replied-for the first time in her voice. It was clearly her voice, although there was still a robotic undertone to it. It was almost as if it was Julie's voice with a monotone of sorts.

"I was told you were dead!" Ben retorted, still unable to believe his eyes. "Who is this?" Charmcaster asked, still confused by the boys' shock.

"I'll answer both your questions, but you're going to have to let me talk a while," Julie replied, "I got us out of there, didn't I?" Ben and Kevin shrugged in agreement. "Fair enough," Kevin agreed. "Let's hear it."

Julie began, "Well, first off, you may or may not know that I was one of the first to rebel when Vilgax took over here. I sided with the Plumbers, and even when they went down, I tried attempting a sneak ambush on Vilgax. It didn't work, and I barely escaped with my life. A couple nights later, he burned my house down."

"And that's where you're supposed to be dead," Kevin broke in pointedly.

"I'm aware," Julie replied equally pointedly. "I don't know how. I just know that I woke up to a burning sensation-and saw my own flesh burning in this huge fire. I-I don't think you even want to know what I saw. I blacked out pretty quickly-and the next thing I knew, I woke up. There was this glass over my eye here that said, 'Startup.' Then I came to in some sort of cave. I tried to get up, and realized I was being weighed down by the robotic material that my flesh was now. I quickly realized that I was a cyborg now."

"So wait... you came back from the dead as a cyborg?" Ben asked in disbelief. "How is that even possible?"

"I wasn't just raised back by some supernatural force," Julie replied firmly. "Someone or something rescued me. Took the remainders of my body, I guess... and merged it with this cybernetic suit. I think it was the Plumbers."

"I don't think the Plumbers are capable of that," Kevin replied skeptically. "Besides, weren't they all destroyed by Vilgax?" "That's what I thought too, but who else would have done it?" Julie asked. Ben and Kevin didn't have an answer for that.

Julie continued, "So, I knew I was 'sent back' to fight against Vilgax. One thing that happened when I became... this... was that I was able to see across dimensions. I couldn't travel to them, but with my new vision, I could see other dimensions. That's how I know that you two aren't from this world-and that's also how I know that in that world I mean something to you. So I decided you were the best choice for an ally."

"Julie... you're my girlfriend in that other world," Ben said hesitantly. "I figured that out," Julie replied, "But that's not going to happen here if that's what you're hoping for. I'm more machine than woman now."

Charmcaster than piped in to Ben, "So wait, *this* was your girl in your world?" "She didn't look anything like this!" Ben shrugged. Charmcaster just turned away, looking a bit put off. Julie rolled her eyes.

"I'm aware that you're in need of more allies since your friend left," Julie went on, "and although I can help give us a better chance, it wouldn't hurt to find extra allies. Do you guys know of any?" "Not unless they've been morphed into cyborgs like you and we didn't know about it," Kevin replied.

"I was in hiding for awhile until I knew it was a good time to strike," Julie informed him. "Vilgax is not somebody to mess with any old time. The Vilgax from your world is child's play. Here, he's far more dangerous. He's fortified with some sort of armor that makes him invulnerable to most things. The only things I know so far that can even hurt him are my cybernetic skin and some of the Omnitrix's aliens."

"So, you got a hideout then?" Ben asked. "Where do you think I was hiding all this time?" Julie asked sarcastically, and at that point the sports car plane began to descend. None of them had bothered to look out the window in a while, they had been so caught up. They now noticed that they were apparently out of Bellwood, and in the forest, and were coming up on a cave."

"This isn't too far from where we were transported from our world to here," Kevin commented. "I still don't know how that happened," Ben sighed, "One moment we were just standing there, and the next we were falling and then here?! Who just leaves a dimensional portal in a hole in the ground?!" "I don't know *that* much," Julie replied.

They landed in the cave, which was basically in the middle of nowhere and well out of sight of Vilgax. Julie stepped out, her cybernetic suit holding her down-and then more of suit began to fold away. As Ben and Kevin watched in surprise, the suit folded away to reveal just bare skin. She kept morphing until she was nearly human again-but she had left the cybernetic suit on from her chest down to the top of her legs to cover critical areas.

As Ben and Kevin stared in shock, Julie informed them, "A side effect of losing my humanity. I usually go around like this, because that cybernetic material is pretty heavy." Dismissing the subject, she went on, "This is your new home while we fight the war against Vilgax."

"So, you got a plan?" Charmcaster asked, coming out of the car last. Julie nodded, and told them, "Basically, it's going to involve brute force. With our combined abilities, we can take care of Psyphon in a cinch-Vilgax is the real problem. Now, you guys have two Omnitrixes right?" Ben and Charmcaster nodded as Julie continued, "Well, one thing we're going to make sure to try is to have you transform into To'kustars." "Who?" Ben and Charmcaster both asked. Julie sighed in annoyance, and corrected herself, "Way Big." "Oh," Ben replied.

"Also, have you considered using a Celestialsapien... er... Alien X?" Julie asked. "No," Ben replied firmly, "That is a last resort." "Well, it may come down to that," Julie replied grimly, "We're going up against a lot here. If we fail, then we'll be dead and this world will burn along with the rest of the universe, eventually."

"Then we'd better make sure we don't fail this time," Ben declared, "And that starts *now.*"


	14. Chapter 14

**A/N: So, thanks for the words of support I've gotten so far-even if some have been brief. It does mean a lot. Just to update on where this is going, I'm planning this out to go to 25 chapters. And once this is over, it may still not be over, if you know what I mean. I'll just leave it at that for now. Back to business... **

**Chapter 14**

"So, essentially, we are still alone in case someone randomly comes to us?" Julie confirmed. "Pretty much," Kevin replied. "Vilgax trashed most of our bunch. Including you." "What's the big deal about that?" Julie asked, somewhat annoyed. "I wanna know who the heck resurrected you and morphed you into... well... that!" Kevin replied. "I told you my theories," Julie snapped back, "However, I do agree we can't just go looking for the Plumbers if they are still alive with Vilgax searching for us."

"So we don't," Kevin shrugged, "So we just go and fight him ourselves. Two Omnitrix wearers plus a cyborg, I think we can pull it off." "Maybe," Julie replied. Then she walked away and added, "I'm gonna power down for the evening." "You have to *power down?*" Ben asked in shock. Julie gave him a hard stare. "I'm more machine than woman, Ben. Remember that." "I guess I'll turn in too," Kevin yawned, "Although I think we need someone to guard the cave. I know you say this place is secluded away from Vilgax's gaze, but still..." "I have ways of alerting us," Julie replied. "And we don't get to know about them, huh?" Kevin asked suspiciously. Julie didn't reply. She morphed back into full cyborg form, and her eyes dimmed.

Charmcaster had been pretty quiet since they landed, and after Kevin was snoring, Ben decided it was time to talk to her again. "What's going on, Charmcaster?" he asked her. Charmcaster sighed, and replied, "That's your girlfriend over in your world?" "Well, yes," Ben replied awkwardly, before adding, "That doesn't mean anything, though, with her being a machine in this world and all." Charmcaster sighed, and admitted, "I guess I'm just a little jealous. I still... you know..." "I know," Ben interrupted her.

Then he realized this was the perfect time to bring up something. "Charmcaster, that one night when... um... you wanted me to tend to you, you told me some things about yourself. Were they true?" he asked. Charmcaster stayed silent for a moment before replying, "Yes, but I only gave you the short version." "I thought so," Ben confirmed to himself. After another short silence, Charmcaster then said out of the blue, "I'll tell you the rest. You should probably know."

She began, "So I told you that back before Vilgax came and took over, the area-Bellwood in particular-was in a state of anarchy. Basically, there was the rich people-and then there was the slums. I don't even remember my father very well-he died, I think, when I was young. I was raised by some gang in an alley-someone had found me on the streets and took me in. Once I started getting older, that same person was killed during some crack deal-and then I basically became their slave. They had me run various errands for them, they used me as a decoy in many of their plans, and once I became a teenager, they... had me use my assets"-she glanced down at her chest-"to help persuade competitors into giving them better deals, to persuade people to let us go, for various things.

"Eventually, I got fed up of being used, and complained to them. That's when they started beating me to get me to keep doing their work. That's what you saw..." she shuddered, trying to block out apparently horrible memories, before continuing, "I told you before that what Gwen did to me was far from the worst thing that ever happened to me. That was true. One night, I fought back again, and they let it slip that... that they had killed the guy who had taken me in. They'd betrayed and murdered him.

"Then I discovered my magical abilities. I guess they came to me in a burst of anger." Tears began to run out of her eyes before she continued, "I... I killed them all. Every single one of them. It was so awful... I somehow activated a telekinesis spell without even knowing it and there were knives everywhere lying around..." Ben gulped, trying not think about the carnage that must've taken place.

Charmcaster then went on, having begun to control herself. "After I finished with them, I realized what I'd done... I was so horrified with myself, I took a blade and tried to kill myself. I wasn't thinking straight, I guess I didn't even stab myself fatally. I woke up, I think, the next day in... some hospital of sorts. I was shocked, because there hadn't been hospitals for a while, so I asked what was going on. Wanna take a guess?"

"Vilgax," Ben realized. "Yes," Charmcaster replied, "He came in from space that same night and initiated his takeover-and that was the end of the anarchy. Like it or not, Vilgax indirectly saved my life, Ben." Ben almost fell backwards, shocked to hear this new piece of info. "So... how'd you meet up with my twin?" he asked, trying to fill in the remaining gap.

"He found me around the day after I left the hospital," Charmcaster told him, "I was trying to figure out what to do next, now that I was finally done with the gangs. I had nowhere else to go. He found me, though. He asked if I had anywhere to go, and when I told him no, he asked me, 'What's a girl as hot as you doing without a home?' And it went from there."

Ben realized at this point that even though Ben-2 hadn't really treated her right, it really was still better than her older life in the alleys. "So, basically, he was the closest thing to love you ever knew?" Ben inquired. "No," Charmcaster replied, surprising him, "That would be the guy who took me in. For a few years until he died, he really did look after me well. Only thing was, I was still living amongst some other people who weren't nice at all."

Ben sighed, and told her, "You really do deserve better than what you've had, Charmcaster." Charmcaster smiled, but didn't reply. Then, Ben added, "Once we get through this... if I get to go back home... you should go with us." "With you?" Charmcaster's eyes went huge. "But what about your girlfriend over there?"

"She's not the only female friend I have," Ben replied, thinking of Eunice primarily. "You would at least have a much better life over there. And if we're stuck here... I'll still take care of you."

Charmcaster smiled, and replied, "I'll think about it." Then she yawned, and added, "Guess we should sleep." "Yup," Ben replied, "Although I wish there were proper beds here," he complained, looking at Kevin-who had simply absorbed the cave rock so that he wouldn't be uncomfortable on it.


	15. Chapter 15

**Chapter 15 **

Ben woke up to Charmcaster nudging him. "Huh... what?" he groaned, shaking his head after a terrible night's sleep. Charmcaster was smirking at him. "Just like him, you drool when you sleep," she informed him. Ben shook himself and wiped his face quickly, but Charmcaster was still smiling. "What?!" he asked, annoyed. "Nothing," Charmcaster replied, her smile slipping somewhat.

"About time!" Kevin yelled from where he had been leaning against the cave wall. He looked ready to vomit. "I thought Charmcaster was never going to wake you up. She was enjoying that too much for some reason." "Don't worry about it," Ben replied, giving him a quick serious look out of Charmcaster's eyeshot, and Kevin nodded, muttering "Right..."

"We don't have much time to waste on trivial things like this," Julie informed them, as she came into the minimal light, with most of her robotic self folded away in her part-human form. "We have to keep in mind that it can't be much longer before Vilgax puts an end to this planet."

"I don't think he'll do it until he's taken care of us himself," Ben replied, "He doesn't want to have to be a coward and take care of us the easy way." "I hope you're right," Julie agreed, "Otherwise this isn't going to end well."

"Okay, miss cyborg," Kevin smirked, getting up off the wall, "You got a plan for us, since you're in such a rush?" Julie glared at him, and seemed to be resisting the urge to swat him. "This is serious, Kevin, in case you'd forgotten," she snapped, before she morphed her hand back into robotic form, and started striking the ground with a laser.

Once she was finished, she had created a medium-sized diagram of Vilgax's spacecraft. "Not bad," Ben complimented her. Julie ignored him, and spoke to everyone, "So, this is Vilgax's ship." She then started pointing her laser at the top of the spacecraft. "This is where Vilgax and Psyphon are most of the time, so we're going to build our plan around that fact."

She then pointed her laser further down the ship. "The main engine of the ship is down here," she told them. "Here's our plan: we're going to shut down that engine first. And then we're going to strap some dynamite to it and blow up the ship. With any luck, the explosion will maybe kill Psyphon, thus just leaving Vilgax to take care of on the ground without any robots or equipment on his ship to help him. That is where we stand our best chance of beating him with our combined talents."

"Wait, where are we going to get dynamite?" Charmcaster asked, speaking for the first time to Julie, "This isn't an anarchist society anymore. Vilgax's regime kinda shut down the dynamite market, since he was probably worried about a revolt." "You'd be surprised," Julie told her. "There is still a dynamite market-simply on the black market. My understanding is you know a lot about that."

Ben winced, looking at Charmcaster. Her face took on a contorted look of fear for a second, before going back to normal. "Yes," she replied simply. Julie nodded, and added, "I think that you should take care of that for..." "No," Charmcaster snapped, now looking angry, "That's not happening." "We have to," Julie told her flatly, "You're the only who knows the setting well."

"You can't make me go back!" Charmcaster yelled at her angrily, and sparks off magic went off around her. "I don't see a better option, do you?" Julie asked them all. "Oh, for crying out loud!" Ben yelled at her, "I've got aliens that can blow up things!" "You know, you're not as smart as the other version of you," Kevin told her icily, "Especially considering that you're a cyborg that can see time and the other dimensions."

"You don't know anything!" Julie snapped at him, and this time did whack him with a robot hand, leaving a shocked Kevin on the ground. After a moment, she told them, "When you've seen all that I have, you lose track of some other things."

"Okay, so we'll go with Ben's plan, but that Omnitrix better work," Julie glared at him, "I know that it malfunctions sometimes. That's part of why I forgot about that option." "It actually hasn't been doing that at all since we got here," Ben corrected her. "It's weird. I don't think I've ever had this many consecutive transformations where I got the alien I actually wanted."

Kevin then asked the others, "Okay, are you sure you guys can defeat Vilgax yourselves? Because I know I'm not much use to you guys against him." "We stand a better chance then we would otherwise," Julie declared, and added to Kevin, "We may still need you. You can take on Psyphon for us if he survives the explosion."

"That works for me," Kevin smirked, "At least I get to kick some butt." "You can't take this serious, can you?" Julie snapped at him. "Our lives and the fate of the Earth and universe could be in the balance at here, and you're just worried about kicking some butt?"

"You don't know what you're talking about," Kevin retorted, "Besides, you're a robot! You take everything serious! Robots don't have a sense of humor! They don't even have a soul!"

Julie looked ready to snap his neck now. Then she sighed, and lamented quietly, "Sometimes I wonder if I should just take on Vilgax myself again." Then she turned back to face them, and told them flatly, "Just be ready to go tomorrow," and walked away.

Ben walked over to Kevin, and glared at him. "Don't you think you took things a little far there?" Ben asked. "No," Kevin replied angrily, "She's a cyborg. Just like everybody else here, she's not like her counterpart. Here, she's kind of a jackass. We're not even sure it's really her! It could just be a cyborg that has chosen to take on her form!"

Ben admitted to himself that there wasn't any way this could be proven to not be true. He still wasn't happy at Kevin for insulting her, though. "Just be careful," he replied, "She's on our side, whatever the case. And we want it to stay that way." "I still think we should be careful ourselves," Kevin muttered to himself, out of Ben's earshot.


	16. Chapter 16

**Chapter 16**

Gwen woke up to cold hard ground. Since getting kicked out, she hadn't really had anywhere proper to sleep since she didn't know of anyone else to run to. Still trying to make a plan, she had just been living in the alleys until she came up with something clear. She began to get up to her feet, her head fuzzy-and then at that moment she was knocked to the ground again, and a knife was at her throat.

"Don't move, girl," a gravely voice snarled, "Or you will never breathe again." Gwen thought about struggling for a moment, but under the circumstances, she decided to remain unmoving. As her eyes came into focus, she noticed her attacker-a rather thick looking man, his face a little scarred up and wearing quite tattered clothes. There were a few more people in the background. She began to realize she had run into a gang of sorts.

"You don't know where you are, do you?" the apparent gang leader asked, "Girls know to stay out of here. That dratted alien may have taken down most of our operations, but everyone knows we still live." Gwen looked at them, confused. She shook it off and glared at them. "Who the heck are you guys? Start explaining yourselves, or let me out of here."

"Who do you think you are, bitch?!" one of them yelled. "Careful, buddy," another cut in, "What if she's another one of them?"

Gwen was now all the more confused. The leader sighed, "So we've got a feisty one, huh? Let's find out just how much you take." He then made a quick movement to grab her shirt-at the same time, he had relaxed his grip and focus on his knife, allowing Gwen to quickly knock it away, and then kick him straight in the face. She leapt to her feet, and instantly armed herself with mana, ready to fire.

"It is another one of them..." the gang leader declared curiously. Gwen, now curious herself, asked, "You've seen my kind before? Someone who can perform magic?" "She killed a large group of us once," the gang leader replied. "What did she look like?" Gwen asked. "Some crazy white-haired chick," one of the mercenaries replied, "She lived with one of our opponents for years-" "Silence!" the gang leader barked angrily, now suspicious. "What's it to you, anyway?" he asked Gwen.

"Charmcaster," Gwen muttered to herself, and then told them, "That is none of your business. So wait, what do you know about Charmcaster?" "So, that was her name, huh?" the gang leader replied curiously, shrugging before continuing, "I was always told her name was Hope. She may be going by a different name now, but I don't know of anyone else in this town with hair like that."

The gang leader added, "She lived with one of the opponent groups once. Then something happened. No one really knows, but she killed all of them with only her mind." "So that's why you're not trying to kill me right now," Gwen suggested. "We don't deal with sorcery," the gang leader smirked before adding, "At least not in the normal way, anyway."

A danger signal in Gwen's brain instantly went off at the same time she heard a click. She quickly slipped out of the way, and saw what appeared to be a needle projectile zoom right just past her. She fired a blast of mana behind her back in the direction the shot had come from, and heard a scream as the assailant went down. "You shouldn't try to sneak up on one either," she spat at them.

She turned around for a moment, and saw a few more assailants in hiding via her mana powers-and proceeded to take them out as well. Then she turned around back to the ringleaders-right as they shot yet another needle projectile, assumedly a sleeping agent. Gwen then threw a powerful blast of mana towards them, knocking them all backwards.

"You know, you really should take your own advice," she told them angrily, "And not mess with people like me. Because if you continue, you're not going to be glad you did." "You're not as powerful as the other one," the gang leader snapped, getting to his feet, arming his needle gun again, adding, "I'll take my chances." "You don't know what you're dealing with," Gwen whispered, suddenly flashing between human and Anodite form, conjuring a mana air bubble around the gang leader's head, who struggled to get it off angrily before he passed out, having used all his air.

"Anyone else?" Gwen asked the others, who had already run off screaming. Gwen ignored them, and slipped away into the shadows. So Charmcaster had been part of a gang at one time? _That explains a lot_, she thought angrily to herself. _And she killed all of them? She must be getting ready to kill Ben and Kevin as well! She must be! There's no other possibilities! I mean, look at who she learned from! _

Then it began to rain quite suddenly. Gwen, not having much cover, ran for a random sun roof next to an abandoned house. Her anger at the situation she was in finally boiled over and she broke down crying. She fell to her knees, slammed her against the ground, and let out a wail.

In a bout of frustration, she hurled a bolt of mana at a nearby derelict car, tearing it into two pieces. It was only at that point that she finally fought of a solution-ironic, she thought to herself, that it came at this time.

"The Anodites," she whispered to herself. "Grandma Verdona. I need their help. I need your help."

"All you ever had to do was ask," a friendly voice spoke behind her. Gwen wheeled around - it was Verdona.


	17. Chapter 17

**Chapter 17**

Ben and company were busy taking a breather before the time came to launch their attack. Ben glanced over at Charmcaster, whose nose was buried in a book. "Where'd you get that?" he asked curiously. "Spell book," Charmcaster replied without looking up, "I can transport it over here."

It was then at that point that they heard something tramping through the woods-in their direction. Julie woke up with a start, and they watched as one of Vilgax's robots approached the cave-and then ended up bouncing off the forcefield that was protecting the entrance.

"Nice," Ben complimented Julie, who didn't reply as the robot came right back for another go-and this time avoided the forcefield. It came to a sudden stop, and then suddenly a projection came out of its eyes-a projection of Vilgax.

"Ben Tennyson!" Vilgax bellowed at him, "I told you that you and your friends couldn't hide from me." "Then why aren't you here yourself?" Ben challenged him. "That would be a waste of my time," Vilgax replied, "I want to make sure you know what you're up against. I know every move you make. I can see everything you do. I could've attacked and killed you any time I wanted."

"So why didn't you?" Ben challenged, "You scared of us?" "You're not worth the trouble," Vilgax replied smugly. "I can just wait for you to come to me and defeat you over and over again until you're dead-or until I send this planet to hell. You can't defeat me-even if your numbers are better now," he added, glancing at the cyborg Julie.

"Why are you here, Vilgax?" Julie asked him. Vilgax smirked and replied, "To strike fear into your hearts. To remind you that your efforts are fruitless. To encourage you to just give up and wait for the end. Because it *is* coming-and no one is going to be spared. So whatever attack you're planning next-forget about it. It's not going to work."

"You're wrong!" Kevin yelled back at Vilgax, "We have a plan. You'll never see us coming." Vilgax ignored him, and continued, "Most enemies wouldn't even give you a chance to give up. You should consider yourselves lucky. You have been warned-know that your doom is certain. The only thing you have a choice in is to choose a quick death when I end this world, or a painful one at my hands. Think about that before you come masquerading around again."

With that, Vilgax's projection disappeared, and the robot walked back in the direction of Bellwood. "Ignore that," Julie told them quickly, "He doesn't know what we have now. He underestimates our intelligence-our resilience. That's going to come back to bite him when his ship is blown up."

"So, he *is* planning to destroy the world? When?" Kevin asked. "I don't know exactly," Julie admitted, "But I'm not taking any chances. I want to attack tomorrow. Clearly he's not planning on blowing us up that quick, so we have a little time-but not much. Get some rest, guys-you're gonna need all your strength tomorrow if we're going to defeat him." Julie then leaned back against the wall and went to sleep. Kevin followed suit, absorbing the rock in order to sleep comfortably again.

"You're ready?" Ben asked Charmcaster, who hadn't said a word. "Yeah," Charmcaster replied, although she didn't sound like it. "You do know how to use all the Omnitrix forms, right?" Ben asked her concernedly. "Not all of them, but I think I can figure it out as I go," she shrugged, "It worked well before." "If worst comes to worst," Ben told her, "Transform into Alien X and see if you can reason with the bastards inside. But only if I say so." Charmcaster nodded, but didn't reply.

"What is it?" Ben asked her, now knowing something was up. "I think I found a way to send you home," Charmcaster told Ben, whose eyes lit up, and he gasped, "You did? How?" Then looking at her for a moment, he then asked, "You don't want me to go, do you?" "Not really," Charmcaster admitted, and then she added, "I was kind of worrying that if I told you now, you'd want to leave us now since we're in a pretty hopeless situation."

"Never," Ben replied solemnly, "It's our responsibility to defeat the evil that rules this world while we're here before we try to go back. That's part of being a hero." "I guess I wouldn't know what that's like," Charmcaster admitted, "I've never really met one."

"Well, we'd better get some sleep like Julie said," Ben replied, tossing the subject aside, "We've got to try and defeat Vilgax tomorrow. And if we can, then we've got to find Gwen and make her come back with us afterwards." "You'll think she'll still want to go back with you after what happened?" Charmcaster asked, mildly surprised. "She should," Ben replied, "She's my cousin, and Kevin's girl. She's got to come back-unless she wants to throw everything away. And she's usually the most practical one of us, so I can't see that not happening."

Charmcaster shrugged, adding "I didn't see much of that." Ben then laid down on the hard cave ground, groaning. "If only Julie had some proper beds for us!" he muttered to himself. Then suddenly he felt a softer substance under himself-it was a mattress of sorts. He looked over at Charmcaster, who had also conjured one for herself. "How'd you do that?" he asked in surprise. "I've got some tricks up my sleeve," Charmcaster replied, smirking, glancing over at her spell book.

"The only question I have is why you didn't do that the night before," Ben muttered to himself as they fell asleep.


End file.
